Common use of Other Information Clause in Contracts

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with the financial condition or business of Holdings and its Restricted Subsidiaries. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website of the Borrower on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A) upon written request by the Administrative Agent, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall deliver paper copies of such documents to promptly notify the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of ; (ii) on which such documents from are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on SyndTrak or another relevant website, if any, to which each Lender and maintaining the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its copies applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such documentsparagraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b).

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in In each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime 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 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 party thereto. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (A) upon written request by the Administrative Agent, the Borrower or the applicable Loan Party shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Loan Party or Subsidiary thereof with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. Each Loan Party 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 the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall 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 Investor.”

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)Holdings, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Section 9.1(d) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Other Information. (iA) Promptly upon filing thereofafter the request by Agent, such additional Financial Statements and other related data and information as to the business, operations, results of operations, assets, collateral, liabilities or condition (financial or otherwise) of any Loan Party or any of its Subsidiaries as Agent may from time to time reasonably request, (xB) promptly upon their becoming available, copies of all Financial Statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders acting in such capacity or by any annualSubsidiary of the Borrower to its equity holders, quarterly bondholders or holders of any other of its securities acting in such capacity or by any Subsidiary of the Borrower to its security holders other than the Borrower or another Subsidiary of the Borrower and all press releases and other regular, statements made generally available by the Borrower or any of its Subsidiaries to the public concerning material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed developments in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entityof its Subsidiaries and (C) promptly and in each case contemporaneously with delivery therewith copies of all reports or other information delivered or required to be delivered to any lender or agent of any Material Indebtedness. As to any information contained in materials furnished pursuant to Section 7.11(k), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments shall not be separately required to any registration statement (to the extent furnish such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lendersinformation under clauses under Section 7.11(a), exhibits to any registration statement and7.11(b), if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction7.11(c) and 7.11(m) (yexcept for 7.11(m)(C)) copies above, but the foregoing shall not be in derogation of all financial statements, proxy statements and material reports that Holdings, the obligation of the Borrower or any of to furnish the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdingsinformation and materials described in Sections 7.11(a), the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement7.11(b), 7.11(c) and 7.11(m) (iiexcept for 7.11(m)(C)) with reasonable promptness, but subject to at the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetimes specified therein. Documents required to be delivered pursuant to Sections 9.1(a7.11(a), 9.1(b7.11(b), 7.11(c), 7.11(m) and 9.1(f)(i(except for 7.11(m)(C)) or 7.11(k) (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 date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or address: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇; or (ii) on which such documents are transmitted posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by electronic mail to the Administrative Agent); provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) that the Borrower shall notify (which may be by facsimile fax or electronic maile-mail transmission) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic e-mail electronic versions (i.e., soft copies) of such documents. Each The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower shall, and shall cause its Subsidiaries to, use reasonable efforts to satisfy all due diligence requests submitted by the Agent or advisors to the Agent as soon as reasonably practicable. Delivery of the foregoing information shall not be deemed to be actual or constructive notice of any Loan Party’s compliance with its obligations under the Loan Documents.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such Such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the financial condition or business of the Parent and its Restricted Subsidiaries; provided, however, that none of the Parent nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of any Person, (b) in respect of which disclosure to the Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the 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 10.1.1(p)). Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) this Section 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 any Parent Entity thereof a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet thereto at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent10.1.1; provided that: (A, other than with respect to items required to be delivered pursuant to Section 10.1.1(k) upon written request by the Administrative Agentabove, the Borrower Parent shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 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 Parent to the Agent for posting on behalf of the Parent on IntraLinks, SyndTrak or another relevant website (the “Platform”), if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); (iii) on which such documents are faxed to the Agent (or electronically mailed to an address provided by the Agent); or (iv) in respect of the items required to be delivered pursuant to Section 10.1.1(j) above in respect of information filed by the Parent with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 10.1.1(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 10.1.1 may instead be satisfied with respect to any financial statements and management’s discussion and analysis of the Parent by furnishing the Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Agent or any Lender. No financial statement required to be delivered pursuant to Section 10.1.1(a) or (b) shall be solely responsible for timely accessing posted documents required to include acquisition accounting adjustments relating to the Transactions or requesting delivery of paper copies of any Permitted Acquisition or other Investment to the extent it is not practicable to include any such documents from the Administrative Agent and maintaining its copies of adjustments in such documentsfinancial statement.

Other Information. (A) Within ten days of their becoming available and not contained in any information or documents previously delivered to Administrative Agent, copies of (i) Promptly upon filing thereofall financial statements, reports, notices and proxy statements sent or made available generally by the Company to its Security holders acting in such capacity or by any Subsidiary of the Company to its Security holders acting in such capacity, (xii) copies all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any annualsecurities exchange or with the Securities and Exchange Commission or any Governmental Authority, quarterly (iii) all press releases and other regularstatements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries, material periodic and special reports (including on B) promptly after any request, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender. Notwithstanding the foregoing, the obligations in clauses (b), (c), and (n) of this Section 5.1 may be satisfied with respect to financial information of the Company and the Subsidiaries by filing the Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature as applicable, of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files Company with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeSecurities Exchange Commission. Documents required to be delivered pursuant to Sections 9.1(aclauses (b), 9.1(b(c), and (n) and 9.1(f)(i) of this Section 5.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) on which the Borrower or any Parent Entity thereof Credit Party posts such documents, or provides a link thereto, thereto on the BorrowerCompany’s website and (or ii) such Parent Entity’s) financial statements and/or other documents are posted on the Securities Exchange Commission’s website on the Internet internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent▇▇▇.▇▇▇.▇▇▇; provided provided, that: , (A) upon written the Company shall, at the request by of the Administrative Agent, the Borrower shall continue to deliver paper copies (which delivery may be by electronic transmission) 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 Company shall notify (which notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentson any website described in this paragraph. 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.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments from time to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16time, such other information (financial or otherwise) concerning the Loan Parties as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (b) or Section 6.02(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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 11.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no Obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”.

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with the financial condition or business of Holdings, the Borrowers and their Restricted Subsidiaries. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 Holdings or any Parent Entity thereof Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website of Holdings on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A) upon written request by the Administrative Agent, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Borrowers shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of 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 any Borrower to the Administrative Agent for posting on behalf of the Borrowers 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); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including, without limitation, the Financial Conduct Authority), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Holdings by furnishing (A) the applicable financial statements of any Parent Company of Holdings or (B) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Holdings as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Each Lender Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Holdings and/or the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holdings, the Borrowers or their respective subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be solely responsible clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings, each Borrower or their respective securities for timely accessing posted documents or requesting delivery purposes of paper copies U.S. Federal, state and foreign securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documents from the Platform designated “Public Side Information”; and (z) the Administrative Agent and maintaining its copies the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of such documentsthe Platform not designated “Public Side Information”.

Other Information. (i) Promptly upon filing thereofAs promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, (x) copies such other information regarding the operations, business affairs and financial condition of Aleris or any of its Subsidiaries, or compliance with the terms of any annualCredit Document, quarterly as the Administrative Agent may reasonably request (on behalf of itself or any Lender). Notwithstanding the foregoing, the obligations in clauses (a) and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature b) of the business this Section 9.01 may be satisfied with respect to financial information of the Borrower Aleris and its Restricted Subsidiaries by furnishing (other than such ordinary course reports that contain or report information that is not ordinary course)A) and registration the applicable financial statements which of Holdings (or any Parent Entitydirect or indirect parent of Holdings) or (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), the Borrower as applicable, Form 10-K or any Restricted Subsidiary files 10Q, as applicable, filed with the SEC or any analogous Governmental Authority in any relevant jurisdiction Securities and Exchange Commission; provided that, with respect to each of clauses (other than amendments to any registration statement A) and (B), (i) to the extent such registration statement, in the form it becomes effective, is delivered information relates to the Administrative Agent for further delivery to the LendersHoldings (or a parent thereof), exhibits such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to any registration statement andHoldings (or such parent), if applicableon the one hand, any registration statements and the information relating to Aleris and its Subsidiaries on Form S-8 and a standalone basis, on the other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) hand and (ii) to the extent such information is in lieu of information required to be provided under clause (a) of this Section 9.01, such, materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with reasonable promptness, but generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the limitations set forth in the last sentence scope of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeaudit. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) this Section 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 any Parent Entity thereof Aleris posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Aleris’ website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted 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 or whether sponsored by electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Aleris shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower Aleris shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Notwithstanding anything contained herein, in every instance Aleris shall be solely responsible for timely accessing posted documents or requesting delivery of required to provide paper copies of such documents from the compliance certificates required by clause (d) of this Section 9.01, to the Administrative Agent and maintaining its copies of Agent. The financial statements required to be delivered pursuant to Section 9.01(b) with respect to the first Fiscal Quarter after the Closing Date shall not be required to contain all accounting adjustments relating to the Transaction to the extent it is not practicable to include any such documentsadjustments in such financial statements.

Other Information. (i) Promptly upon after the filing or delivery thereof, (x) copies of all financial statements, copies of all registration statements (other than the exhibits thereto and any annual, quarterly and other regular, material periodic and special reports (including registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q or and 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings K (or any Parent Entitytheir equivalents), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdingsreports, if any, which the Borrower or any of the its Restricted Subsidiaries shall send publicly file with the SEC or deliver generally to the holders (or any trustee, agent or other representative thereof) of any publicly issued debt of Holdings, the Borrower and/or Qualified Equity Interests or any Indebtedness in excess of the Restricted Subsidiaries in their capacity as such holders Threshold Amount (in each case case, to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with otherwise provided hereunder). Promptly following reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information or documents (financial or otherwise) regarding the operations, business affairs and financial condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request request. Notwithstanding anything to the contrary contained in writing from time this Section 9.01, neither the Borrower nor any of its Restricted Subsidiaries shall be required to timedeliver to the Administrative Agent or any Lender, or otherwise disclose or permit the inspection or discussion of, any information (i) subject to confidentiality agreements or attorney/client work privilege or which constitutes attorney work-product, (ii) that constitutes non-financial trade secrets or non-financial proprietary information or (iii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 9.01 shall be satisfied with respect to financial information or other information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or (B) the Borrower’s Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided, that with respect to clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 9.01(b), such materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent, which report and opinion shall otherwise comply with the requirements related thereto in Section 9.01(b). Documents and financial information required to be delivered pursuant to Sections 9.1(a)9.01(a) or (b) (to the extent such financial information is included in materials filed with the SEC or posted on the relevant website, 9.1(bas the case may be) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered to the Administrative Agent on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet internet at the Borrower’s website address listed on Schedule 13.2 at ▇▇▇.▇▇▇▇▇▇.▇▇▇ (or a successor internet address as provided by the Borrower in accordance with Section 13.03), (ii) on which such documents are transmitted by electronic mail information has been posted on the Borrower’s behalf on IntraLinks (or another relevant website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent)) or (iii) is available via the ▇▇▇▇▇ system of the SEC on the Internet; provided that, in each case, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsinformation.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other Such additional information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with the financial condition or business of the Borrower and its Subsidiaries. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof (x) posts such documents, documents or (y) provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 9.01 (which Schedule 9.01 may be updated from time to time); (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request delivered by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution posting on the Borrower’s behalf on IntraLinks/SyndTrak or another relevant secure website, if any, to which each Lender until and the Administrative Agent have access (whether a written request to cease delivering paper copies is given commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) above in respect of information furnished or filed by any Parent Company, the Borrower or any of its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority (other than Form 10-Q Reports and Form 10-K Reports described in Sections 5.01(a) and (b), respectively), such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b), (c)(ii), (d) and (h) of this Section 5.01 may be satisfied by furnishing (A) the applicable financial statements, Narrative Reports or other information required by such paragraphs of Holdings (or any other Parent Company) or (B) the Borrower’s or Holdings’ (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements, reports or other information relate to any Parent Company, such financial statements, reports and information shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall notify (which may be certified by facsimile or electronic mail) the Administrative Agent a Responsible Officer of the posting of any such documents Borrower as having been fairly presented in all materials respects and provide (ii) to the Administrative Agent by electronic mail electronic versions (i.e.extent such statements are in lieu of statements required to be provided under Section 5.01(b), soft copies) of such documents. Each Lender statements shall be solely responsible for timely accessing posted documents or requesting delivery accompanied by a report and opinion of paper copies an independent registered public accounting firm of such documents from nationally recognized standing, which report and opinion shall satisfy the Administrative Agent and maintaining its copies of such documentsapplicable requirements set forth in Section 5.01(b).

Other Information. (i) Promptly upon filing thereofAs promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, (x) copies such other information regarding the operations, business affairs and financial condition of Aleris or any of its Subsidiaries, or compliance with the terms of any annualCredit Document, quarterly as the Administrative Agent may reasonably request (on behalf of itself or any Lender). Notwithstanding the foregoing, the obligations in clauses (a) and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature b) of the business this Section 9.01 may be satisfied with respect to financial information of the Borrower Aleris and its Restricted Subsidiaries by furnishing (other than such ordinary course reports that contain or report information that is not ordinary course)A) and registration the applicable financial statements which of Holdings (or any Parent Entitydirect or indirect parent of Holdings) or (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), the Borrower as applicable, Form 10-K or any Restricted Subsidiary files 10Q, as applicable, filed with the SEC or any analogous Governmental Authority in any relevant jurisdiction Securities and Exchange Commission; provided that, with respect to each of clauses (other than amendments to any registration statement A) and (B), (i) to the extent such registration statement, in the form it becomes effective, is delivered information relates to the Administrative Agent for further delivery to the LendersHoldings (or a parent thereof), exhibits such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to any registration statement andHoldings (or such parent), if applicableon the one hand, any registration statements and the information relating to Aleris and its Subsidiaries on Form S-8 and a standalone basis, on the other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) hand and (ii) to the extent such information is in lieu of information required to be provided under clause (a) of this Section 9.01, such, materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with reasonable promptness, but generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the limitations set forth in the last sentence scope of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeaudit. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) this Section 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 any Parent Entity thereof Aleris posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Aleris’ website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted 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 or whether sponsored by electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Aleris shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower Aleris shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Notwithstanding anything contained herein, in every instance Aleris shall be solely responsible for timely accessing posted documents or requesting delivery of required to provide paper copies of such documents from the compliance certificates required by clause (d) of this Section 9.01, to the Administrative Agent and maintaining its copies of such documentsAgent.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered It shall provide to the Administrative Agent for further delivery or cause to be provided to the Lenders)Administrative Agent: (i) (x) a certificate of a Responsible Officer of the Collateral Manager within three (3) Business Days after a Responsible Officer of the Collateral Manager or the Borrower obtains actual knowledge of the occurrence and continuance of any (A) Default, exhibits (B) Event of Default, (C) [reserved], (D) [reserved], (E) event or occurrence that has resulted or could reasonably be expected to any registration statement andresult in a Material Adverse Effect or (F) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies a notice from a Responsible Officer of all financial statements, proxy statements and material reports that Holdings, the Collateral Manager (which may be by email) within the later of (1) three Business Days after a Responsible Officer of the Collateral Manager or the Borrower obtains actual knowledge or any (2) ten Business Days after the Collateral Manager receives notice of the Restricted Subsidiaries shall send to the holders occurrence and continuance of any publicly issued debt (A) Revaluation Event, including any Revaluation Event with respect to a Recurring Revenue Loan (except that Revaluation Events under clauses (h), (i) and (j) thereof must be notified hereunder within three Business Days after a Responsible Officer of Holdings, the Collateral Manager or the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders obtains actual knowledge) or (B) Collateral Loan that ceases to be an Eligible Collateral Loan, in each case setting forth the details thereof and the action, if any, which the Collateral Manager is taking or proposes to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and take with respect thereto; (ii) with reasonable promptness, but subject from time to time such additional information regarding the limitations set forth in Collateral (including reasonably detailed calculations of each Coverage Test and the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwiseCollateral Quality Test) as the Administrative Agent on its own behalf or on behalf of any Lender the Required Lenders (through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bif reasonably available without undue burden or expense; (iii) and 9.1(f)(ia Borrowing Base Calculation Statement on (A) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the each date (i) on which the Borrower Collateral Manager sells or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s substitutes (or such Parent Entity’scommits to sell or substitute, as the case may be) website on any Collateral Loan and (B) each other date reasonably requested by the Internet Administrative Agent upon at the website address listed on Schedule 13.2 or least two (ii2) on which such documents are transmitted by electronic mail Business Days’ notice to the Administrative Agent; provided that: Collateral Manager; (Aiv) upon written promptly following any reasonable request by the Administrative AgentAgent or any Lender, all documentation and other information that the Borrower shall deliver paper copies Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer,” anti-money laundering and sanctions rules and regulations, including the PATRIOT Act; and (v) within two (2) Business Days after a Responsible Officer of such documents the Collateral Manager obtains actual knowledge thereof, provide notice to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide settlement of, judgment (including a judgment with respect to the Administrative Agent by electronic mail electronic versions liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting in any material respect the Collateral (i.e.taken as a whole), soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents the Facility Documents, or requesting delivery of paper copies of such documents from any Secured Party’s interest in the Administrative Agent Collateral; in each case, except to the extent the foregoing does not and maintaining its copies of such documentswould not have a Material Adverse Effect.

Other Information. (iA) Promptly upon filing thereofSolely after the occurrence of a Qualified IPO, (x) promptly after the same become publicly available, copies of any annual, quarterly all periodic and other regularreports, material periodic proxy statements and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are other materials filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), by the Borrower or any Restricted Subsidiary files with the SEC SEC, or any analogous Governmental Authority in any relevant jurisdiction (other than amendments succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, or with any national securities exchange, as the case may be, in the form it becomes effective, each case that is not otherwise required to be delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports pursuant hereto; provided that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on any investor relations page at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ (ior any successor page) or at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and (B) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation (which information and documentation shall be delivered directly to the requesting Persons and no other Persons). Notwithstanding the foregoing, the information required to be delivered pursuant to Section 5.1(a) or (b) shall be (x) deemed to have been delivered on the date (A) on which such information has been posted on the Internet at ▇▇▇.▇▇▇.▇▇▇ or such other website previously notified by the Borrower to the Administrative Agent to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (B) on which the Borrower Relevant Public Company files its Form 10-K or any Parent Entity thereof posts such documents10-Q, or provides as applicable, with the SEC and (y) to the extent relating to a link theretoRelevant Public Company that is a parent entity, accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Relevant Public Company, on the Borrower’s (or such Parent Entity’s) website one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsother hand.

Other Information. (i) Promptly upon filing thereofSuch other information respecting the business, (x) copies of any annualproperties or Collateral, quarterly and other regularor the condition or operations, material periodic and special reports (including on Form 10-Kfinancial or otherwise, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request in writing from time to timetime reasonably request. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) this Section 5.06 may be delivered electronically and, in the case of Sections 5.06(a), 5.06(b), 5.06(f) and if so delivered, 5.06(g) shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts if such documents, or provides one or more annual, quarterly or other reports or filings containing such documents (including, in the case of certifications required pursuant to Section 5.06(b), the certifications accompanying any such quarterly report pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), (i) shall have been posted or provided a link thereto, to on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, (ii) shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or (iii) shall have been posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which such documents are transmitted by electronic mail to each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall not have an obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of with any such documents request for delivery, and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower represents that it is subject to periodic reporting requirements under the Securities Exchange Act of 1934, and, accordingly, the Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) (each, a “Public Lender”). If any Borrower Materials are designated by the Loan Parties as “PRIVATE”, such Borrower Materials will not be made available to that portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to Borrower, its Subsidiaries or their securities for purposes of United States Federal and State securities laws. The Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PRIVATE” or “CONFIDENTIAL” as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07). The Borrower shall not be entitled to request that any material be posted to Public-▇▇▇▇▇▇ unless the Borrower has represented to the Administrative Agent (if requested by the Administrative Agent, in writing) that such materials do not constitute material non-public information within the meaning of the federal securities laws.

Other Information. (i) Promptly upon filing thereofPromptly, (x) copies such additional information regarding the business, legal, financial or corporate affairs of any annualLoan Party or any Material Subsidiary that is a Restricted Subsidiary, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in compliance with the ordinary course given the nature terms of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)Loan Documents, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) Section 6.01 or this Section 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 any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address addresses listed on Schedule 13.2 11.02, or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided provided, that: (A) upon written request by the Administrative Agent, the Borrower shall 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 shall will notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall will be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. 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 or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a 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 Borrower Materials constitute Information, they will be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent, the Lead Bookrunners and the Lead Arrangers will be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public-Side Information.” Nothing in this Agreement or in any other Loan Document requires the Borrower to disclose information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is restricted by binding agreements on the Borrower or one of its Subsidiaries not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv).

Other Information. (i) Promptly upon filing thereofPromptly, (x) copies such additional information regarding the business, legal, financial or corporate affairs of any annualLoan Party or any Material Subsidiary that is a Restricted Subsidiary, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in compliance with the ordinary course given the nature terms of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)Loan Documents, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) Section 6.01 or this Section 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 any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address addresses listed on Schedule 13.2 11.02, or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided provided, that: (A) upon written request by the Administrative Agent, the Borrower shall 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 shall will notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall will be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. 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 or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a 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 Borrower Materials constitute Information, they will be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public-Side Information”; and (iv) the Administrative Agent, the Joint Bookrunners and the Lead Arrangers will be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public-Side Information.” Nothing in this Agreement or in any other Loan Document requires the Borrower to disclose information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is restricted by binding agreements on the Borrower or one of its Subsidiaries not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv).

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with the financial condition or business of Holdings, the Borrowers and their Restricted Subsidiaries or that for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation (if applicable) or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 Indivior plc or any Parent Entity thereof Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website of Indivior plc on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A) upon written request by the Administrative Agent, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Borrowers shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of Indivior plc (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of ; (ii) on which such documents from are delivered by any Borrower to the Administrative Agent for posting on behalf of the Borrowers on Intralinks, SyndTrak or another relevant website, if any, to which each Lender and maintaining the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Indivior plc or its copies applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including, without limitation, the Financial Conduct Authority), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Indivior plc by furnishing (A) the applicable financial statements of any Parent Company of Indivior plc or (B) Indivior plc’s (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such documents.paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Indivior plc as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of

Other Information. With reasonable promptness (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionevent within 5 days) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16upon request therefor, such other information (regarding the business, properties or financial or otherwise) condition of any Group Company as the Administrative Agent on its own behalf or on behalf of any Lender Finance Party may reasonably request request, which may include such information as any Finance Party may reasonably determine is necessary or advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates (which, for purposes of this subsection (j), shall include only a Lender, the parent holding company of such Lender and any direct or indirect Subsidiary of the parent holding company of such Lender) to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable regulations thereunder or (ii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in writing from time to timeconnection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the U.S. Patriot Act, including in each case information concerning the Borrower’s direct and indirect members and its use of the proceeds of the Credit Extensions hereunder. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution it or for any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent Agent, which shall notify each Lender, of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent and each of the Lenders. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and S-8), (yii) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries Subsidiaries, in each case in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and ), and, (iiiii) with reasonable promptness, but subject to the limitations set forth in the last sentence sentences of Section 9.2 9.2(a) and Section 13.1613.6, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i(b) and Section 9.1(f) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 13.2, (ii) on which such documents are transmitted by electronic mail to the Administrative AgentAgent or (iii) on which such documents are filed of record with the SEC; provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsdocuments (except that no such notice shall be required to the extent such documents are filed on record with the SEC). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Section 9.1(c) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with With reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information or existing documents (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(aSection 6.01(a), 9.1(b(b), (c), (f), (g) (to the extent any such documents are included in materials otherwise filed with the SEC) and 9.1(f)(i(h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted by electronic mail posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (Aincluding, without limitation, the SEC’s “▇▇▇▇▇” filing system website) upon written request (whether a commercial, third-party website or whether sponsored by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) ); provided that the Borrower shall notify the Administrative Agent (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders, the Fronting Banks, and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be solely responsible clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Banks, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or its securities for timely accessing posted documents or requesting delivery purposes of paper copies United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documents from the Platform designated “Public Side Information”; and (z) the Administrative Agent and maintaining its copies 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 such documentsthe Platform not designated “Public Side Information.” For the avoidance of doubt, no Borrower shall be required to mark any documents “PUBLIC.”

Other Information. (A) Promptly upon their becoming available, copies of: (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports, notices and proxy statements sent or made available generally by Holdings to its security holders acting in such capacity or by any Subsidiary of Holdings to its security holders other than Holdings or another Subsidiary of Holdings; (ii) all regular and material periodic reports that Holdingsand all registration statements and prospectuses, the Borrower if any, filed by Holdings or any of its Subsidiaries with any securities exchange or with the Restricted Securities and Exchange Commission or any governmental or private regulatory authority; and (iii) all press releases and other statements made available generally by Holdings or any of its Subsidiaries shall send to the holders public concerning material developments in the business of any publicly issued debt of Holdings, the Borrower and/or Holdings or any of the Restricted Subsidiaries in their capacity as such holders its Subsidiaries, and (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this AgreementB) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial and data with respect to Holdings or otherwise) any of its Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime may be reasonably requested by Administrative Agent or any Lender. Documents required to be delivered pursuant to Sections 9.1(a5.1(a), 9.1(b5.1(b), 5.1(c), 5.1(e) and 9.1(f)(ior 5.1(i) may be delivered electronically electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, documents or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) 's website on the Internet at the website address listed on Schedule 13.2 Appendix B; or (ii) on which such documents are transmitted posted on Borrower's behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by electronic mail to the Administrative Agent); provided provided, however, that: (Ax) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (By) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Notwithstanding anything contained herein, in every instance Borrower shall be solely responsible for timely accessing posted documents or requesting delivery of required to provide paper copies of the Compliance Certificates to Administrative Agent. Except for such documents from the Compliance Certificates, Administrative Agent and maintaining its 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 Borrower with any such documentsrequest for delivery.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other Such additional information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of any Person, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower 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(l)). Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet thereto at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A, other than with respect to items required to be delivered pursuant to Section 5.01(k) upon written request by the Administrative Agentabove, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of ; (ii) on which such documents from are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant website (the “Platform”), if any, to which each Lender and maintaining the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) in respect of the items required to be delivered pursuant to Section 5.01(j) above with respect to information filed by Holdings or its copies applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “▇▇▇▇▇”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) 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 any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documentsfiling to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any 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 Company and its consolidated subsidiaries, on the one hand, and the information relating to Holdings and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such adjustments in such financial statement.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and From time to time such other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), concerning the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior Section 6.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(f) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entityany Affiliate’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: : (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries Subsidiaries, in each case in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (regarding the operations, business affairs and financial condition of the Borrower and any Subsidiary, or otherwise) compliance with the terms of this Agreement, as the Administrative Agent (on its own behalf or on behalf of any Lender Lender) may reasonably request in writing from time to time. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC within the applicable time periods required by applicable law and regulations; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, such information is accompanied by 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 the Borrower and the Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to Sections 9.1(aclauses (a), 9.1(b(b) and 9.1(f)(ior (g) of this Section 9.1 (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted by electronic mail posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent, ). The Administrative Agent shall have no obligation to request the Borrower shall deliver delivery of or maintain paper copies of such the documents referred to the Administrative Agent for further distribution to above, and each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly From time to time and promptly upon filing thereofeach request, (x) copies such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial condition, results of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q operations or 8-K, but excluding any such reports that are filed in the ordinary course given the nature business prospects or updated projections of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicableBorrower, any registration statements on Form S-8 and or other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower Obligor or any of the Restricted their respective Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a)8.1, 9.1(b8.2, 8.6(a) and 9.1(f)(ior 8.6(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 REIT Guarantor or Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Parent and Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted posted on REIT Guarantor’s and Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by electronic mail to Agent). Further, Agent and the Administrative Agent; provided that: (A) upon written request Lenders agree that the delivery of the financial statements of the REIT Guarantor filed by the Administrative Agent, REIT Guarantor with the Securities and Exchange Commission on Form 10-Q or on Form 10-K will satisfy the delivery requirements of the Borrower shall under Sections 8.1 and 8.2, respectively. Notwithstanding the foregoing, if Borrower or REIT Guarantor is unable to deliver paper copies of the documents required to be delivered pursuant to Sections 8.1, 8.2, 8.6(a) or 8.6(b) electronically, such documents must be physically delivered to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsLenders as set forth herein.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered It shall provide to the Administrative Agent for further delivery or cause to be provided to the Lenders)Administrative Agent: (i) (x) a certificate of a Responsible Officer of the Servicer within three (3) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default, exhibits (B) Event of Default, (C) Potential Servicer Removal Event, (D) Servicer Removal Event, (E) event or occurrence that has resulted or could reasonably be expected to any registration statement andresult in a Material Adverse Effect or (F) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies a notice from a Responsible Officer of all financial statements, proxy statements and material reports that Holdings, the Servicer (which may be by email) within the later of (1) three Business Days after a Responsible Officer of the Servicer obtains actual knowledge or (2) fifteen Business Days after the Borrower or any receives notice of the Restricted Subsidiaries shall send to the holders occurrence and continuance of any publicly issued debt of Holdings(A) Revaluation Event, the Borrower and/or including any Revaluation Event with respect to a Recurring Revenue Loan or a Cap Adjusted Loan (except that Revaluation Events under clauses (d), (e) and (f) thereof must be notified hereunder within three Business Days after a Responsible Officer of the Restricted Subsidiaries in their capacity as such holders Servicer obtains actual knowledge), (B) Material Modification or (C) Collateral Loan that ceases to be an Eligible Collateral Loan, in each case setting forth the details thereof and the action, if any, which the Servicer is taking or proposes to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and take with respect thereto; (ii) with reasonable promptness, but subject from time to time such additional information regarding the limitations set forth in Collateral (including reasonably detailed calculations of the last sentence of Section 9.2 Minimum OC Coverage Test and Section 13.16, such other information (financial or otherwisethe Collateral Quality Test) as the Administrative Agent on its own behalf or on behalf of any Lender the Required Lenders (through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bif reasonably available without undue burden or expense; (iii) and 9.1(f)(ia Borrowing Base Calculation Statement on (A) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the each date (i) on which the Borrower Servicer sells or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s substitutes (or such Parent Entity’scommits to sell or substitute, as the case may be) website on any Collateral Loan and (B) each other date reasonably requested by the Internet Administrative Agent upon at the website address listed on Schedule 13.2 or least two (ii2) on which such documents are transmitted by electronic mail Business Days’ notice to the Administrative Agent; provided that: Servicer; (Aiv) upon written promptly following any reasonable request by the Administrative AgentAgent or any Lender, all documentation and other information that the Borrower shall deliver paper copies Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer,” anti-money laundering and sanctions rules and regulations, including the PATRIOT Act; and (v) within two (2) Business Days after a Responsible Officer of such documents the Servicer obtains actual knowledge thereof, provide notice to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide settlement of, material judgment (including a material judgment with respect to the Administrative Agent by electronic mail electronic versions liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting in any material respect the Collateral (i.e.taken as a whole), soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents the Facility Documents, or requesting delivery of paper copies of such documents from any Secured Party’s interest in the Administrative Agent and maintaining its copies of such documentsCollateral.

Other Information. (i) Promptly upon filing thereofwith reasonable promptness, (x) copies of any annual, quarterly such other information and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files data with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments respect to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted its Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(b) and 9.1(f)(ior (c) (to the extent any such documents are included in materials otherwise filed with the SEC) or Section 6.01(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 any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to filed for public availability on the Administrative AgentSEC’s Electronic Data Gathering and Retrieval System; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender 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. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and (B) in any event shall have no responsibility to monitor compliance by the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of with any such documents request by a Lender for delivery, and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any 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 (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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.”

Other Information.  Furnish to the Domestic Administrative Agent and each of the Lenders:  (ia) Promptly upon filing thereofconcurrently with the delivery of the financial statements referred to in Section 7.01(a) above, (x) copies a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any annualEvent of Default under Section 8.10 or, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding if any such reports that are filed in the ordinary course given Event of Default shall exist, stating the nature and status of such event);  (b) concurrently with the delivery of the business financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Parent Borrower;  (c) as soon as available but not later than forty-five (45) days following the end of each fiscal year of the Parent Borrower, a consolidated budget of the Parent Borrower and its Restricted Subsidiaries for the next fiscal year containing, among other things, pro forma financial statements for each quarter of the next fiscal year;  (d) within thirty (30) days after the same are sent, copies of all reports (other than such ordinary course reports that contain or report information that is not ordinary course)those otherwise provided pursuant to Section 7.01 and those which are of a promotional nature) and registration statements other financial information which Holdings (or any Parent Entity)Credit Party sends to its stockholders, and within thirty days after the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statementsame are filed, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material non-confidential reports that Holdingswhich any Credit Party may make to, or file with the Borrower Securities and Exchange Commission or any successor or analogous Governmental Authority;  (e) promptly upon receipt thereof, a copy of any other report or “management letter” submitted by independent accountants to any Credit Party or any of its Subsidiaries in connection with any annual, interim or special audit of the Restricted Subsidiaries shall send to books of such Person;  (f) promptly upon request therefor, all information and documentation reasonably requested by any Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the holders of any publicly issued debt of HoldingsAct, the Borrower and/or any of Terrorist Financing Act (Canada), and the Restricted Subsidiaries in their capacity as such holders Beneficial Ownership Regulation; and  (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreementg) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16promptly, such additional financial and other information (financial or otherwise) as the Domestic Administrative Agent on its own behalf or Agent, on behalf of any Lender Lender, may reasonably request in writing from time to timetime reasonably request.  Documents required to be delivered pursuant to Sections 9.1(aSection 7.01(a), 9.1(b7.01(b) and 9.1(f)(ior 7.02(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 Parent Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Parent Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 11.02; or (ii) on which such documents are transmitted by electronic mail posted on the Parent Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to the which each Lender, each L/C Issuer and each Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative AgentAgents); provided, that, with respect to documents required to be delivered pursuant to Section 7.01(a) or (b), (i) the Parent Borrower shall deliver paper copies of such documents to any Administrative Agent, any L/C Issuer or any Lender upon its request to the Administrative Agent for further distribution Parent Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the applicable Administrative Agent Agent, applicable L/C Issuer or applicable Lender and (Bii) the Parent Borrower shall notify the Administrative Agents, the L/C Issuers and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Domestic Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Neither Administrative Agent shall have any obligation to request the delivery of or maintain paper copies of the documents referred to above and in any event shall have no responsibility to monitor compliance by the Parent Borrower with any such request for delivery by a Lender, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents.  The Parent Borrower hereby acknowledges that (a) the Administrative Agents and/or BofA Securities will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agents, BofA Securities, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their 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 “Public Investor;” and (z) the Administrative Agents and BofA Securities 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 Investor.” Notwithstanding the foregoing, the Borrowers shall be under no Obligation to mark any Borrower Materials “PUBLIC”. 

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered It shall provide to the Administrative Agent for further delivery or cause to be provided to the Lenders)Administrative Agent: (i) (x) a certificate of a Responsible Officer of the Servicer within three (3) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default, exhibits (B) Event of Default, (C) Potential Servicer Removal Event, (D) Servicer Removal Event, (E) event or occurrence that has resulted or could reasonably be expected to any registration statement andresult in a Material Adverse Effect or (F) receipt of notice from the agent on a Collateral Asset that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any a notice from a Responsible Officer of the Restricted Subsidiaries shall send to Servicer (which may be by email) within the holders later of (1) three Business Days after a Responsible Officer of the Servicer obtains actual knowledge or (2) ten Business Days after the Servicer receives notice of the occurrence and continuance of any publicly issued debt of Holdings(A) Revaluation Event or (B) Collateral Asset that ceases to be an Eligible Collateral Asset, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case setting forth the details thereof and the action, if any, which the Servicer is taking or proposes to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and take with respect thereto; (ii) with reasonable promptness, but subject from time to time such additional information regarding the limitations set forth in the last sentence Collateral (including reasonably detailed calculations of Section 9.2 and Section 13.16, such other information (financial or otherwiseeach Coverage Test) as the Administrative Agent on its own behalf or on behalf of any Lender the Required Lenders (through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bif reasonably available without undue burden or expense; (iii) and 9.1(f)(ia Borrowing Base Calculation Statement (A) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the each date (i) on which the Borrower Servicer sells or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s substitutes (or such Parent Entity’scommits to sell or substitute, as the case may be) website on the Internet at the website address listed on Schedule 13.2 or any Collateral Asset, (iiB) on which such documents are transmitted each Payment Date Report Determination Date, (C) in connection with each Notice of Borrowing in accordance with Section 2.03(a), and (D) promptly upon request therefor by electronic mail to the Administrative Agent; provided that: Agent on any other date; (Aiv) upon written promptly following any reasonable request by the Administrative AgentAgent or any Lender, all documentation and other information that the Borrower shall deliver paper copies Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer,” anti-money laundering and sanctions rules and regulations, including the PATRIOT Act; and (v) within two (2) Business Days after a Responsible Officer of such documents the Servicer obtains actual knowledge thereof, provide notice to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide settlement of, material judgment (including a material judgment with respect to the Administrative Agent by electronic mail electronic versions liability phase of a bifurcated trial) in or commencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting the in any material respect the Collateral (i.e.taken as a whole), soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents the Facility Documents, or requesting delivery of paper copies of such documents from any Secured Party’s interest in the Administrative Agent and maintaining its copies of such documentsCollateral.

Other Information. Buyer and Sellers acknowledge that, prior to the Effective Date, Sellers have delivered to Buyer the following for each individual Property (collectively, the DOCUMENTS): (a) a rent roll (by building, apartment number and bedroom) (RENT ROLL), certified to be true and correct in all material respects by Seller, dated no earlier than 5 days prior to the date Seller delivers same, showing: (i) Promptly upon filing thereofmove-in, term, and expiration date for each Lease; (xii) name of the tenant listed on each Lease; (iii) the amount of the monthly rent for the unit, any garage, and any other amenity leased by the tenant; (iv) the amount of the security and other deposits; and (v) if the apartment is vacant, the market rent for the unit; (b) a delinquency report showing the amount of any arrearages or delinquencies by tenants under the Leases, certified to be true and correct in all material respects by Seller; (c) a concession matrix identifying rent concessions or forbearances for the Leases, certified to be true and correct in all material respects by Seller; (d) copies of any annualthe reports listed in EXHIBIT F attached to this Contract (the REPORTS) which Reports are delivered "AS IS" and, quarterly except as specifically set forth in SECTION 4.1(h), Seller makes no representation or warranty concerning the accuracy, correctness, completeness, suitability or utility of the Reports or the information contained or not contained therein; (e) copies of the Service Contracts; (f) copies of all certificates of occupancy and other regular, material periodic and special reports (including on Form 10-K, 10-Q permits or 8-K, but excluding any such reports that are filed in licenses necessary for the ordinary course given the nature operation of the business Property which are in Seller's possession or the possession of Property Manager; (g) a copy of the Borrower most recent as-built survey of the Real Property and its Restricted Subsidiaries Improvements in Seller's possession; (other than such ordinary course reports that contain or report information that is not ordinary course)h) copies of ad valorem tax statements for tax years 2002 and registration statements which Holdings 2003; (or any Parent Entity), i) copies of the Borrower or any Restricted Subsidiary files documents and instruments listed on EXHIBIT G executed in connection with the SEC indebtedness (the EXISTING LOANS) payable to the order of JPMorgan Chase Bank or any analogous Governmental Authority in any relevant jurisdiction Citigroup Global Markets Realty Corp., their respective successors and assigns as "Lenders" (other than amendments to any registration statement LENDERS); and (j) financial statements showing income and expense for the years 2001 (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lendersavailable), exhibits to any registration 2002, and 2003 (on a monthly basis), certified true, correct, and complete in all material respects by an authorized officer of Seller. Additionally, Seller shall furnish an operating statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with for the SEC or any analogous Governmental Authority in any relevant jurisdictioncurrent year (updated monthly within twenty (20) and (y) copies of all financial statements, proxy statements and material reports that Holdings, days after the Borrower or any end of the Restricted Subsidiaries shall send to month through Closing) detailing all income and expense items for the holders Property, certified true, correct and complete in all material respects by an authorized officer of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsSeller.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices, and material reports that Holdings, the Borrower Holdings or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower Holdings and/or any of the Restricted Subsidiaries Subsidiaries, in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time; provided, that none of Holdings, the Borrower nor any other Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective contractors) is prohibited by law, or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings, such information is accompanied by 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 the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to Sections 9.1(aclauses (a), 9.1(b(b), and (g) and 9.1(f)(iof this Section 9.1 (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 earliest date on which (i) on which the Borrower or any Parent Entity thereof Holdings posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Holdings’ website on the Internet at the website address listed on Schedule 13.2 or Internet; (ii) on which such documents are transmitted by electronic mail posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at w▇▇.▇▇▇.▇▇▇; provided, that, (A) the Borrower shall shall, at the request of the Administrative Agent, continue to deliver paper copies (which delivery may be by electronic transmission ) 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 notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentson any website described in this paragraph. 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. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices, and material reports that Holdings, the Borrower Holdings or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower Holdings and/or any of the Restricted Subsidiaries Subsidiaries, in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time; provided, that none of Holdings, the Borrower nor any other Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective contractors) is prohibited by law, or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings, such information is accompanied by 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 the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to Sections 9.1(aclauses (a), 9.1(b(b), and (g) and 9.1(f)(iof this Section 9.1 (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 earliest date on which (i) on which the Borrower or any Parent Entity thereof Holdings posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Holdings’ website on the Internet at the website address listed on Schedule 13.2 or Internet; (ii) on which such documents are transmitted by electronic mail posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇; provided, that, (A) the Borrower shall shall, at the request of the Administrative Agent, continue to deliver paper copies (which delivery may be by electronic transmission ) 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 notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentson any website described in this paragraph. 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. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information.

Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: no later than five (i5) Promptly upon filing thereofdays after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the first full fiscal quarter completed after the Closing Date, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; no later than five (x5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate (or other appropriate reporting means in accordance with applicable auditing standards) of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; promptly after the same are publicly available, copies of any all annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or with any analogous Governmental Authority in any relevant jurisdiction that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes became effective, is delivered to the Administrative Agent for further delivery to the Lendersdelivered), exhibits to any registration statement and, if applicable, any registration statements statement on Form S-8 S-8) and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send case not otherwise required to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore be delivered to the Administrative Agent for further delivery pursuant hereto; promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Mezzanine Debt Documentation, or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this AgreementSection 6.02; together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iiiii) with reasonable promptness, but subject a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the limitations set forth extent that there have been any changes in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies identity of such documents to Subsidiaries since the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by Closing Date or the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.most recent list provided);

Other Information. (i) Promptly upon filing thereofSolely after the occurrence of a Qualified IPO, (x) promptly after the same become publicly available, copies of any annual, quarterly all periodic and other regularreports, material periodic proxy statements and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are other materials filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), by the Borrower or any Restricted Subsidiary files with the SEC SEC, or any analogous Governmental Authority in any relevant jurisdiction (other than amendments succeeding to any registration statement (to or all of the extent such registration statementfunctions of the SEC, or with any national securities exchange, as the case may be, in the form it becomes effective, each case that is not otherwise required to be delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports pursuant hereto; provided that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on any investor relations page at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ (ior any successor page) or at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Notwithstanding the foregoing, the information required to be delivered pursuant to Section 5.1(a) or (b) shall be (x) deemed to have been delivered on the date (A) on which such information has been posted on the Internet at ▇▇▇.▇▇▇.▇▇▇ or such other website previously notified by the Borrower to the Administrative Agent to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (B) on which the Borrower Relevant Public Company files its Form 10-K or any Parent Entity thereof posts such documents10-Q, or provides as applicable, with the SEC and (y) to the extent relating to a link theretoRelevant Public Company that is a parent entity, accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Relevant Public Company, on the Borrower’s (or such Parent Entity’s) website one hand, and the information relating to the Borrower and its Subsidiaries on a stand-alone basis, on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsother hand.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime (including, without limitation, information and documentation reasonably requested for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ACT). Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Section 9.1(d) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to receiving a request therefor from the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent acting on its own behalf or on behalf at the request of any Lender may reasonably request in writing or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to timetime may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (b) or Section 6.02(e)(i) or (iii) (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 any Parent Entity thereof Company posts such documents, or provides a link thereto, thereto on the BorrowerCompany’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Company shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 Company with any such request by a Lender for delivery, 94 67484784_8 and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers 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 such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, 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 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 Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. (ia) Concurrently with the quarterly financial statements required under Section 9.1 above, a schedule of the Unencumbered Properties comprising the Total Unencumbered Property Pool Value, summarizing total revenues, expenses, and Unencumbered Property NOI; (b) Promptly upon filing thereoffollowing any request thereafter, (x) copies of any annual, quarterly and other regular, material all periodic and special reports regular reports, registration statements (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)without exhibits unless expressly requested by Administrative Agent) and registration statements which Holdings (or any Parent Entity)prospectuses and all amendments thereto filed by the Trust, the Borrower or any Restricted Subsidiary files with the SEC SEC, or any analogous Governmental Authority in any relevant jurisdiction (other than amendments succeeding to any registration statement or all of the functions of the SEC, or with any national securities exchange, or distributed by the Trust to its shareholders generally, as the case may be; (c) Within 30 days after the close of each fiscal year, annual projections (cash flow and operating income) for Borrower in a form and content reasonably acceptable to Administrative Agent.; (d) Promptly following any request therefor, such other information regarding the extent such registration statementoperations, in business affairs and financial condition of the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that HoldingsTrust, the Borrower or any Subsidiary, or compliance with the terms of the Restricted Subsidiaries shall send this Agreement, pursuant to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to a reasonable and customary request from the Administrative Agent for further delivery or any Lender; (e) Following any election to use the Lenders pursuant to this Agreement) and (ii) with reasonable promptnessRatings Based Pricing Grid, but subject to the limitations set forth promptly, upon any change in the last sentence of Section Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect; and (f) Promptly, upon each request, information identifying the Borrower as a Lender may request in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. The Borrower may, in its sole discretion, satisfy its obligations under Sections 9.1 and 9.2 by filing with the SEC Annual Reports on Form 10-K and Section 13.16, Quarterly Reports on Form 10-Q and such other information (financial or otherwise) reports on other forms as may be appropriate at such times and in accordance with the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeSEC’s rules and the instructions accompanying such forms. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 9.1 or Section 9.2 or Section 9.4(b) and 9.1(f)(i(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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on in Schedule 13.2 9.4; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to receiving a request therefor from the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent acting on its own behalf or on behalf at the request of any Lender may reasonably request in writing or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, as from time to timetime may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (b) or Section 6.02(e)(i) or (iii) (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 any Parent Entity thereof Company posts such documents, or provides a link thereto, thereto on the BorrowerCompany’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Company shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers 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 such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another 68208499_7 similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, 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 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 Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of any member of the Consolidated Group as the Administrative Agent on its own behalf or (on behalf of any Lender Lender) or the Required Lenders may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 7.1(a) and 9.1(f)(ior (b) or Section 7.1(h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 in Section 11.1; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or BAS will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices, and material reports that Holdings, the Borrower Holdings or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower Holdings and/or any of the Restricted Subsidiaries Subsidiaries, in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time; provided, that none of Holdings, the Borrower nor any other Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective contractors) is prohibited by law, or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower orany direct or indirect parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings, such information is accompanied by 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 the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to Sections 9.1(aclauses (a), 9.1(b(b), and (g) and 9.1(f)(iof this Section 9.1 (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 earliest date on which (i) on which the Borrower or any Parent Entity thereof Holdings posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Holdings’ website on the Internet at the website address listed on Schedule 13.2 or Internet; (ii) on which such documents are transmitted by electronic mail posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at w▇▇.▇▇▇.▇▇▇; provided, that, (A) the Borrower shall shall, at the request of the Administrative Agent, continue to deliver paper copies (which delivery may be by electronic transmission ) 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 notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentson any website described in this paragraph. 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. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information.

Other Information. (iA) Promptly upon filing thereofafter the request by Agent, such additional Financial Statements and other related data and information as to the business, operations, results of operations, assets, collateral, liabilities or condition (financial or otherwise) of any Loan Party or any of its Subsidiaries as Agent may from time to time reasonably request, (xB) promptly upon their becoming available, copies of all Financial Statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders acting in such capacity or by any annualSubsidiary of the Borrower to its equity holders, quarterly bondholders or holders of any other of its securities acting in such capacity or by any Subsidiary of the Borrower to its security holders other than the Borrower or another Subsidiary of the Borrower and all press releases and other regular, statements made generally available by the Borrower or any of its Subsidiaries to the public concerning material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed developments in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entityof its Subsidiaries and (C) promptly and in each case contemporaneously with delivery therewith copies of all reports or other information delivered or required to be delivered to any lender or agent of any Material Indebtedness. As to any information contained in materials furnished pursuant to Section 7.11(k), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments shall not be separately required to any registration statement (to the extent furnish such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lendersinformation under clauses under Section 7.11(a), exhibits to any registration statement and7.11(b), if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction7.11(c) and 7.11(m) (yexcept for 7.11(m)(C)) copies above, but the foregoing shall not be in derogation of all financial statements, proxy statements and material reports that Holdings, the obligation of the Borrower or any of to furnish the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdingsinformation and materials described in Sections 7.11(a), the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement7.11(b), 7.11(c) and 7.11(m) (iiexcept for 7.11(m)(C)) with reasonable promptness, but subject to at the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetimes specified therein. Documents required to be delivered pursuant to Sections 9.1(a7.11(a), 9.1(b7.11(b), 7.11(c), 7.11(m) and 9.1(f)(i(except for 7.11(m)(C)) or 7.11(k) (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 date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or address: https://www.teaminc.com; or (ii) on which such documents are transmitted posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by electronic mail to the Administrative Agent); provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) that the Borrower shall notify (which may be by facsimile fax or electronic maile-mail transmission) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic e-mail electronic versions (i.e., soft copies) of such documents. Each The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower shall, and shall cause its Subsidiaries to, use reasonable efforts to satisfy all due diligence requests submitted by the Agent or advisors to the Agent as soon as reasonably practicable. Delivery of the foregoing information shall not be deemed to be actual or constructive notice of any Loan Party’s compliance with its obligations under the Loan Documents.

Other Information. (ia) Promptly upon receipt thereof, copies of any management report submitted to the Parent, the Borrower or either of their Board of Directors by its independent public accountants; (b) Within five (5) Business Days of the filing thereof, (x) copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any annual, quarterly and other regular, material periodic and special reports (including registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q or and 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries K (other than such ordinary course reports that contain or report information that is not ordinary course)their equivalents) and registration statements all other periodic reports which Holdings any Loan Party or any other Subsidiary shall file with the Securities and Exchange Commission (or any Parent Entity), the Borrower Governmental Authority substituted therefor) or any Restricted Subsidiary files with national securities exchange; (c) Promptly upon the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (mailing thereof to the extent such registration statementshareholders of the Parent generally, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports and proxy statements so mailed and material reports promptly upon the issuance thereof copies of all press releases issued by the Parent, the Borrower, any other Subsidiary or any other Loan Party; (d) Within forty-five (45) days after the end of each fiscal quarter of the Parent, (i) a Borrowing Base Certificate and (ii) an operating summary with respect to each Borrowing Base Property including without limitation, a quarterly and year-to-date statement of Net Operating Income and a leasing/occupancy status report together with a current rent roll for such Property (except if such Borrowing Base Property is subject to a Triple Net Lease, in which case, the Borrower shall furnish to the Administrative Agent a rent roll showing rent paid for the last fiscal quarter for such Borrowing Base Property); (e) No later than forty-five (45) days before the end of each fiscal year of the Parent ending prior to the Term Loan Maturity Date projected balance sheets, operating statements and sources and uses of cash of the Parent and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Parent, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Sections 10.1. at the end of each fiscal quarter of the next succeeding fiscal year; (f) Prior to February 1 of each year prior to the Term Loan Maturity Date, a property budget for each Borrowing Base Property for the coming fiscal year of the Parent; provided, however, if such Borrowing Base Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required; (g) If any ERISA Event shall occur that Holdingsindividually, or together with any other ERISA Event that has occurred, could reasonably be expected to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Parent setting forth details as to such occurrence and the action, if any, which the Parent or applicable member of the ERISA Group is required or proposes to take; (h) To the extent any Responsible Officer of a Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of any Loan Party or any other Subsidiary are being audited; (i) A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower or any other Loan Party within five (5) Business Days after the effectiveness thereof; (j) Prompt notice of (i) any change in any Financial Officer of the Restricted Subsidiaries shall send to Parent or the holders Borrower, any other Loan Party or any other Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations of any publicly issued debt Loan Party or any other Subsidiary or (iii) the occurrence of Holdingsany other event which, in the Borrower and/or case of any of the Restricted Subsidiaries immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect; (k) Prompt notice of the occurrence of any Default or Event of Default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound; (l) Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their capacity as respective properties or assets; (m) Any notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority that could reasonably be expected to result in a Material Adverse Effect; (n) Promptly upon the request of the Administrative Agent, evidence of the Parent’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such holders (evidence to be in each case to the extent not theretofore delivered form and detail reasonably satisfactory to the Administrative Agent for further delivery Agent; (o) Promptly, upon each request, information identifying any Loan Party as a Lender may request in order to comply with the Lenders pursuant to this AgreementPatriot Act; (p) Promptly, and in any event within 3 Business Days after a Responsible Officer of the Parent or the Borrower obtains knowledge thereof, written notice of the occurrence of any of the following: (i) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with reasonable promptnessany Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Parent, but subject the Borrower, any other Loan Party or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Parent, the Borrower, any other Loan Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the limitations set forth basis of an environmental claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the last sentence of Section 9.2 aggregate, could reasonably be expected to have a Material Adverse Effect; (q) Promptly upon, and Section 13.16in any event within 10 Business Days of, any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect; and (r) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent, the Borrower, any of the other information (financial Subsidiaries, or otherwise) any other Loan Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsrequest.

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Parent 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 Parent 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(j)). Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 122 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] (or any Parent Entity thereof a representative thereof) posts such documents, documents (or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A) upon written request by that the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of , (ii) on which such documents from 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 maintaining 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 copies 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 Parent Borrower by furnishing (Ai) the applicable financial statements of Holdings (or any other Parent Company) or (A)ii) Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Borrower on a 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 (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within the four fiscal quarter period following the relevant audit opinion or any potential inability to satisfy any financial covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such documentsParent Company as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP).

Other Information. (i) Promptly upon after the filing or delivery thereof, (x) copies of all financial statements, copies of all registration statements (other than the exhibits thereto and any annual, quarterly and other regular, material periodic and special reports (including registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q or and 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings K (or any Parent Entitytheir equivalents), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdingsreports, if any, which the Borrower or any of the its Restricted Subsidiaries shall send publicly file with the SEC or deliver generally to the holders (or any trustee, agent or other representative thereof) of any publicly issued debt of Holdings, the Borrower and/or Qualified Equity Interests or any Indebtedness in excess of the Restricted Subsidiaries in their capacity as such holders Threshold Amount (in each case case, to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with otherwise provided hereunder). Promptly following reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information or documents (financial or otherwise) regarding the operations, business affairs and financial condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request request. Notwithstanding anything to the contrary contained in writing from time this Section 9.01, neither the Borrower nor any of its Restricted Subsidiaries shall be required to timedeliver to the Administrative Agent or any Lender, or otherwise disclose or permit the inspection or discussion of, any information (i) subject to confidentiality agreements or attorney/client work privilege or which constitutes attorney work-product, (ii) that constitutes non-financial trade secrets or non-financial proprietary information or (iii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable law. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (f) of this Section 9.01 shall be satisfied with respect to financial information or other information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or (B) the Borrower’s Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided, that with respect to clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 9.01(b), such materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent, which report and opinion shall otherwise comply with the requirements related thereto in Section 9.01(b). Documents and financial information required to be delivered pursuant to Sections 9.1(a9.01(a), 9.1(b(b) and 9.1(f)(ior (f) (to the extent such financial information is included in materials filed with the SEC or posted on the relevant website, as the case may be delivered electronically and if so delivered, be) shall be deemed to have been delivered to the Administrative Agent on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet internet at the Borrower’s website address listed on Schedule 13.2 identified to the Administrative Agent in writing from time to time (or a successor internet address as provided by the Borrower in accordance with Section 13.03), (ii) on which such documents are transmitted by electronic mail information has been posted on the Borrower’s behalf on IntraLinks (or another relevant website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent, )) or (iii) is available via the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent ▇▇▇▇▇ system of the posting of any such documents and provide to SEC on the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documentsInternet.

Other Information. Such customary additional information (ifinancial or otherwise) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q that is readily available to the Borrower as the Administrative Agent may reasonably request from time to time regarding the financial condition or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries Subsidiaries; provided, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (other than such ordinary course reports i) that contain constitutes a non-financial trade secret or report non-financial proprietary information that is not ordinary course)of any Person, (ii) and registration statements in respect of which Holdings disclosure to the Administrative Agent or any Lender (or any Parent Entity)of their respective representatives) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments owes confidentiality obligations to any registration statement third party (to provided, such confidentiality obligations were not entered into in contemplation of the extent such registration statementrequirements of this Section 5.01(k)); provided, that in the form it becomes effectiveevent that such information has not been provided in reliance on clause (iii) and/or (iv) above, notice that information is delivered being withheld must be provided to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeAgent. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) (A) posts such documents, documents or (B) provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet thereto at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A, other than with respect to items required to be delivered pursuant to Section 5.01(k) upon written request by the Administrative Agentabove, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents document at the website address listed on Schedule 9.01 and provide to the Administrative Agent an electronic version (i.e., a soft copy) of any such document by electronic mail electronic versions (i.e., soft copieswhich Schedule 9.01 may be updated from time to time); (ii) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of (A) on which such documents from are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks/‌SyndTrak or another relevant website (the “Platform”), if any, to which each Lender and maintaining its copies the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (B) on which the relevant documents are electronically mailed or otherwise transmitted to the Administrative Agent in a manner to which the Administrative Agent may reasonably agree or (iii) after the consummation of a Public Company Transaction, in respect of the items required to be delivered pursuant to Section 5.01(a), (b) and/or (j) above, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “▇▇▇▇▇”). Notwithstanding the foregoing, the obligations in Section 5.01(a), (b) and (h) may instead be satisfied with respect to any relevant information of the Borrower by furnishing (i) the applicable financial statements or other information required by such clauses of Holdings (or any other Parent Company) or (ii) in the case of Sections 5.01(a) and (b), the Borrower’s or Holdings’ (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documentsfiling to the Administrative Agent or any Lender; provided, that, with respect to each of clauses (i) and (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such 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 (2) there are material differences (in the good faith determination of the Borrower) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the extent such financial statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion with respect to the financial statements of the applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustment in such financial statement.

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with the financial condition or business of Holdings and its Restricted Subsidiaries. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website of the Borrower on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A, other than with respect to items required to be delivered pursuant to Section 5.01(k) upon written request by the Administrative Agentabove, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of ; (ii) on which such documents from are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and maintaining the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by the Borrower or any of its copies Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports 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 (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of 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 SEC or any securities exchange, in each case, within the time periods specified in such documentsparagraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the 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 statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b).

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of any Consolidated Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 7.1(a) and 9.1(f)(ior (b) or Section 7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (x) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (y) the Administrative Agent, the Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to m▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of the Consolidated Parties as the Administrative Agent on its own behalf or on behalf of any Lender the Required Lenders may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(aSection 7.1(a), 9.1(b7.1(b) and 9.1(f)(ior 7.1(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof Airgas posts such documents, or provides a link thereto, documents on the Borrower’s (Securities and Exchange Commission website or such Parent Entity’s) Airgas’ website on the Internet at the website address listed on Schedule 13.2 11.1; or (ii) on which such documents are transmitted posted on Airgas’ behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third‑party website or whether sponsored by electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agentif such Person does not have access to such websites, the Borrower Airgas shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests Airgas to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Airgas shall notify the Agent (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and and, if requested by the Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each The 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 Airgas with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrowers hereby acknowledges that (a) the Agent and/or MLPFS may, but shall not be obligated to, 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 DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Airgas 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. Each 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 Borrowers shall be deemed to have authorized the Agent, MLPFS, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any 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 11.14); (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 Agent and MLPFS 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 that is not marked as “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. To the extent not otherwise disclosed in the financial statements furnished to Administrative Agent pursuant to Sections 9.1 and 9.2 above or publically filed with the Securities and Exchange Commission, Borrower shall furnish to Administrative Agent the following: (ia) Promptly upon filing receipt thereof, (x) copies of any annual, quarterly and other regular, material periodic and special all reports (including on Form 10-K, 10-Q disclosing matters identified through the audit or 8-K, but excluding any such reports that are filed in the ordinary course given the nature review of the business operations of the Borrower or ▇▇▇▇▇▇ REIT which are reasonably likely to be materially detrimental to financial condition of the Borrower or ▇▇▇▇▇▇ REIT, if any, submitted to the Borrower, ▇▇▇▇▇▇ REIT or its Board of Directors by its independent public accountants including, without limitation, any management report; (b) Intentionally omitted; (c) To the extent not publicly filed with the Securities and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings Exchange Commission (or any Parent EntityGovernmental Authority substituted therefore), promptly upon the mailing thereof to the shareholders of the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statementgenerally, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports and proxy statements so mailed and material reports that Holdingspromptly upon the issuance thereof copies of all press releases issued by the Borrower, any Subsidiary or any other Loan Party; (d) Intentionally omitted; (e) At the time the financial statements are furnished pursuant to Section 9.2, projected balance sheets, operating statements, profit and loss projections and cash flow budgets of the Borrower or any and its Subsidiaries on a consolidated basis for each quarter of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdingsnext succeeding fiscal year, the Borrower and/or any of the Restricted Subsidiaries all itemized in their capacity as such holders (detail, in each case to the extent not theretofore delivered form satisfactory to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) Agent. The foregoing shall be accompanied by pro forma calculations, together with reasonable promptnessdetailed assumptions, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, will be delivered pursuant to in compliance with the covenants contained in Sections 9.1(a)10.1 and 10.2 at the end of each fiscal quarter of the next succeeding fiscal year; (f) If any ERISA Event shall occur that individually, 9.1(b) and 9.1(f)(i) may or together with any other ERISA Event that has occurred, could reasonably be delivered electronically and if so delivered, shall be deemed expected to have been delivered on a Material Adverse Effect, a certificate of the date (i) on chief executive officer or chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; (g) To the extent any Parent Entity thereof posts such documentsLoan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or provides affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a link theretoMaterial Adverse Effect, on and prompt notice of the receipt of notice that any United States federal income tax returns of any Loan Party or any other Subsidiary are being audited; (h) A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower’s , any other Loan Party concurrently with the next delivery of the Compliance Certificate; (i) Prompt notice of (i) any change in the senior management of ▇▇▇▇▇▇ REIT or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or Borrower, (ii) on which any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Material Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect, together with such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request other information as requested by the Administrative Agent, the Borrower shall deliver paper copies Lenders and their counsel to evaluate such matters; (j) Prompt notice of the occurrence of any Default or Event of Default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound; (k) Promptly upon entering into any Material Contract or Specified Derivatives Contract after the Agreement Date, a copy 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 contract; (Bl) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting Prompt notice of any such documents and provide to the Administrative Agent by electronic mail electronic versions order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets; (i.e., soft copiesm) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.Intentionally Omitted; (n) Intentionally Omitted;

Other Information. (i) Promptly upon filing thereofDeliver to the Administrative Agent for delivery to each Lender, in form and detail reasonably satisfactory to the Administrative Agent: concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event; concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (xb) and (c), a duly completed Compliance Certificate, including a calculation of the Consolidated Fixed Charge Coverage Ratio whether or not the financial covenant is being tested at such time, signed by a Financial Officer of the Borrower(which delivery may, unless the Administrative Agent, or a Lender requests executed originals at least three Business Days prior to the applicable deadline for delivery thereunder, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or written recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them; promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent, and copies of all annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (Parent may file or any Parent Entity), the Borrower or any Restricted Subsidiary files be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any analogous Governmental Authority national securities exchange, and in any relevant jurisdiction (other than amendments case not otherwise required to any registration statement (to the extent such registration statement, in the form it becomes effective, is be delivered to the Administrative Agent for further delivery pursuant hereto; promptly after the furnishing thereof, copies of any written statement or report furnished to any holder of debt securities of any Loan Party or of any of its Restricted Subsidiaries pursuant to the Lenders)terms of the Term Loan Documents, exhibits Note Purchase Documents or any indenture, loan or credit or similar agreement with respect to any registration statement and, if applicable, any registration statements on Form S-8 and Indebtedness in excess of $10,000,000 (other than any filing filed confidentiality with this Agreement, the SEC Term Loan Agreement or any analogous Governmental Authority in any relevant jurisdictionNote Purchase Agreement) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send not otherwise required to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery be furnished to the Lenders pursuant to Section 6.01 or any other clause of this AgreementSection 6.02; in connection with the delivery of financial statements under Section 6.1(a) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, or such other information (financial or otherwise) later period as the Administrative Agent on may agree in its own behalf discretion), a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Restricted Subsidiaries and containing such additional information as the Administrative Agent, or on behalf any Lender through the Administrative Agent, may reasonably specify; promptly, and in any event within five Business Days after receipt thereof by Parent or any Loan Party or any Restricted Subsidiary thereof, copies of each written notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; [Reserved]; promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect; and promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may reasonably request in writing from time to timetime reasonably request, including without limitation, information for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Sections 9.1(aSection 6.01(a) or (b) or Section 6.02(d), 9.1(b(e) and 9.1(f)(ior (i) 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 Parent or the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website thereto on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender following a request to each Lender 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 (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by fax transmission or e-mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger 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, Debt Domain, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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”.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such Such other information respecting the business, 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 on its own behalf or on behalf of any Lender Agent, may reasonably request in writing from time to timetime reasonably request. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b5.03(b) and 9.1(f)(ior (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 in Section 9.01; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Sections 5.03(b) and (c), as the case may be, to the Administrative Agent. 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 event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall 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 Investor.”

Other Information. (i) Promptly upon filing thereofAs promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, (x) copies such other information regarding the operations, business affairs and financial condition of Aleris or any of its Subsidiaries, or compliance with the terms of any annualCredit Document, quarterly and other regularas the Administrative Agent may reasonably request (on behalf of itself or any Lender). Notwithstanding the foregoing, material periodic and special reports the obligations in Sections 7.01(a) or (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature b) may be satisfied with respect to financial information of the business of the Borrower Aleris and its Restricted Subsidiaries by furnishing (other than such ordinary course reports that contain or report information that is not ordinary course)A) and registration the applicable financial statements which of Holdings (or any Parent Entitydirect or indirect parent of Holdings) or (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), the Borrower as applicable, Form 10-K or any Restricted Subsidiary files 10-Q, as applicable, filed with the SEC or any analogous Governmental Authority in any relevant jurisdiction Securities and Exchange Commission; provided that, with respect to each of clauses (other than amendments to any registration statement A) and (B), (i) to the extent such registration statement, in the form it becomes effective, is delivered information relates to the Administrative Agent for further delivery to the LendersHoldings (or a parent thereof), exhibits such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to any registration statement andHoldings (or such parent), if applicableon the one hand, any registration statements and the information relating to Aleris and its Subsidiaries on Form S-8 and a standalone basis, on the other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) hand and (ii) to the extent such information is in lieu of information required to be provided under Section 7.01(a), such materials are accompanied by a report and opinion of Ernst & Young LLP or other independent public accountants of recognized national standing and reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with reasonable promptness, but generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the limitations set forth in the last sentence scope of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeaudit. Documents required to be delivered pursuant to Sections 9.1(a7.01(a), 9.1(b(b) and 9.1(f)(ior (h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof Aleris posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Aleris’ website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted 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 or whether sponsored by electronic mail to the Administrative Agent); provided that: that (A1) upon written request by the Administrative Agent, the Borrower Aleris shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B2) the Borrower Aleris shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Notwithstanding anything contained herein, in every instance Aleris shall be solely responsible for timely accessing posted documents or requesting delivery of required to provide paper copies of such documents from the compliance certificates required by Section 7.01(c) to the Administrative Agent and maintaining its copies of Agent. The financial statements required to be delivered pursuant to Section 7.01(b) with respect to the first Fiscal Quarter after the Restatement Effective Date shall not be required to contain all purchase accounting adjustments relating to the Transaction to the extent it is not practicable to include any such documentsadjustments in such financial statements.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments From time to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16time, such other information or documents (financial or otherwise) regarding the business, financial or corporate affairs of the Loan Parties and their Subsidiaries as the Administrative Agent on may reasonably request. Notwithstanding anything to 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 own behalf or on behalf Subsidiaries, which, for the avoidance of doubt, when delivered in connection with the financial statements delivered pursuant to Section 6.1(b), shall be audited and (ii) upon delivery of any Lender may reasonably request in writing from time such financial statements, any reference herein to timefinancial statements of Holdings and its Subsidiaries shall be deemed a reference to such financial statements of the Parent. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.1(a) and 9.1(f)(ior (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 11.8; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ax) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender 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 (By) the Borrower shall notify (which may be by facsimile or electronic mail) 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 electronic e-mail electronic versions (i.e., soft copies) of such documents. Each 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 timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. 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, 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 (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.21); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the 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 Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. Nothing in this Section 6.1, Section 6.2 below or any other provision of this Agreement or any other Loan 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), provided that, in each case, the Loan Parties shall have notified the Administrative Agent that certain information is being excluded in reliance on this paragraph.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K) with, but excluding any such and reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)to, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction by any Debtor (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and S-8), (yA) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries Debtor shall send to the holders of any publicly issued debt of Holdingsany Debtor, the Borrower and/or any of the Restricted Subsidiaries in each case in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (iiB) with reasonable promptness, but subject to the limitations set forth in the last sentence sentences of Section 9.2 9.2(a) and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Agent) may reasonably request in writing from time to time. (ii) Subject to any applicable limitations set forth in the Credit Documents, the Debtors will deliver to the Agent for filing, registration or recording all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements reasonably requested by the Agent to be filed, registered or recorded to create or continue, as applicable, the Liens intended to be created by any Security Document (including the DIP Orders) and to further evidence the perfection of such Liens provided by the DIP Orders to the extent required by, and with the priority required by, such Security Document (including the DIP Orders) to the Agent and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (iii) On or prior to the twentieth (20th) day after the end of each calendar month, the Borrower shall deliver to the Agent, a report setting forth, for each calendar month during the then-current fiscal year to date, the volume of production for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, substantially in the form attached as Exhibit H hereto. (iv) Promptly following any request therefor, (i) such other information regarding the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of any Debtor, or compliance with the terms of the Credit Documents, as the Agent or any Lender (through the Agent) may from time to time reasonably request in writing or (ii) information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws. (v) The Debtors will provide written notice to the Agent and the Existing Agent if any of the Debtors (a) intend to provide information with respect to the Existing Credit Documents to a party in interest in the Bankruptcy Cases or (b) is compelled to provide such information by order of the Bankruptcy Court. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b(b), (c), (d) and 9.1(f)(i(e) 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 any Parent Entity thereof posts Debtors post such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 13.2, (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: Agent or (Aiii) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of on which such documents to are filed of record with the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsSEC. 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.

Other Information. (i) Promptly upon filing thereofThe Lessee will maintain accurate books, (x) copies accounts and records of the financial affairs of the Lessee and its Subsidiaries sufficient to permit the preparation of financial statements therefrom in accordance with GAAP and will prepare all financial statements required hereunder in accordance with GAAP and in compliance with the regulations of any annualGovernmental Authority having jurisdiction thereof. The Lessee will provide copies to each Participant, quarterly promptly after the sending, making available or filing of all reports and other regularfinancial statements which the Lessee sends or makes available to its stockholders, material periodic and special all registration statements and amendments thereto, and all reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (K or any Parent Entity), similar form hereafter in use which the Borrower or any Restricted Subsidiary Lessee files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to Securities and Exchange Commission; provided that so long as the extent such registration statementLessee is a reporting company under the Securities and Exchange Act of 1934, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdingsas amended, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, Participants shall be deemed to have been delivered furnished with the foregoing reports, financial statements, registration statements and amendments thereto, reports on Form 8-K or any similar form to the date extent such documents are posted within such time period on ▇▇▇▇▇. At any time (i) on which the Borrower or any Parent Entity thereof posts such documentsLessee ceases to be a reporting company under the Securities and Exchange Act of 1934, or provides a link theretoas amended, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: an Event of Default has occurred or is continuing, (A) from time to time at reasonable intervals upon written the request by the Administrative Agentof any authorized officer of any Participant and subject to Section 16.15, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution Lessee will furnish to each Lender until a written Participant such other information regarding the business, assets, financial condition, income or prospects of the Lessee as such officer may reasonably request to cease delivering paper copies is given by the Administrative Agent and (B) subject to Section 16.15, Lessee will permit, representatives and independent contractors of the Borrower shall notify (which Collateral Agent or any Participant to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of Lessee and at such reasonable times during normal business hours and as often as may be by facsimile or electronic mail) reasonably desired, upon reasonable advance notice to Lessee, in each case at the Administrative Agent expense of the posting of Lessee at any such documents time during normal business hours and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documentswithout advance notice.

Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Required Lenders: (a) [reserved]; (b) [reserved]; (c) a Compliance Certificate executed by the chief financial officer of Borrower Agent which provides a reasonably detailed calculation of the Consolidated Fixed Charge Coverage Ratio, delivered (i) Promptly upon filing thereofconcurrently with the delivery of financial statements under Sections 7.01(a), 7.01(b) and 7.01(c) above and (xii) as requested by the Administrative Agent (acting at the direction of the Required Lenders) while a Default or Event of Default exists; (d) promptly after the same are available, copies of any each annual report, proxy or financial statement sent to the stockholders of Holdings, and copies of all annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (may file or any Parent Entity), the Borrower or any Restricted Subsidiary files be required to file with the SEC under Section 13 or any analogous Governmental Authority in any relevant jurisdiction (other than amendments 15(d) of the Exchange Act, and not otherwise required to any registration statement (to the extent such registration statement, in the form it becomes effective, is be delivered to the Administrative Agent or the Lenders pursuant hereto; (e) [reserved]; (f) promptly following any request therefor, provide information and documentation reasonably requested by Administrative Agent for further delivery to purposes of compliance with applicable “know your customer” requirements under the Lenders)PATRIOT Act, exhibits to the Beneficial Ownership Regulation or other applicable Anti-Money Laundering Laws, Anti-Corruption Laws, or Sanctions; and (g) promptly, such additional information regarding the business, financial or corporate affairs of any registration statement andLoan Party or any Subsidiary, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality or compliance with the SEC terms of the Loan Documents, as the Administrative Agent or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower Lender may from time to time reasonably request or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered may be provided to the Administrative Agent for further delivery to or the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time, all in form and scope reasonably acceptable to the Required Lenders. Documents required to be delivered pursuant to Sections 9.1(aSection 7.01(a), 9.1(b7.01(b) and 9.1(f)(ior 7.01(c) or Section 7.02(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 any Parent Entity thereof Agent posts such documents, or provides a link thereto, thereto on the BorrowerBorrower Agent’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 11.02; or (ii) on which such documents are transmitted posted on the Borrower Agent’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 electronic mail to the Administrative Agent); provided that: (Ax) upon written request by the Administrative Agent, the Borrower Agent shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower Agent to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (By) the Borrower Agent shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 Borrowers with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent 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 SyndTrak, Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that, so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, each Loan Party shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Loan Party 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 “Public Investor”; and (z) the Administrative Agent 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 Investor”. Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Other Information. With reasonable promptness upon request therefor, such other information regarding the business, properties or financial condition of any Group Company as the Administrative Agent or any Lender may reasonably request, which may include such information as any Lender may reasonably determine is necessary or advisable to enable it either (i) Promptly upon filing thereofto comply with the policies and procedures adopted by it and its Affiliates to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable regulations thereunder or (xii) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of to respond to requests for information concerning the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain from any governmental, self-regulatory organization or report information that is not ordinary course)) financial institution in connection with its anti-money laundering and registration statements which Holdings (anti-terrorism regulatory requirements or any Parent Entity)its compliance procedures under the U.S. Patriot Act, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (including in each case to information concerning the extent not theretofore delivered to Borrower’s direct and indirect shareholders and its use of the Administrative Agent for further delivery to proceeds of the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeBorrowing hereunder. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents.

Other Information. (ia) Promptly upon receipt thereof, copies of all reports, if any, submitted to the Borrower or its Board of Directors by its independent public accountants including, without limitation, any management report; (b) Within 5 Business Days of the filing thereof, (x) copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any annual, quarterly and other regular, material periodic and special reports (including registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q or and 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries K (other than such ordinary course reports that contain or report information that is not ordinary course)their equivalents) and registration statements all other periodic reports which Holdings (any Loan Party or any Parent Entity), the Borrower or any Restricted other Subsidiary files shall file with the SEC or any analogous Governmental Authority in any relevant jurisdiction national securities exchange; (other than amendments to any registration statement (c) Promptly upon the mailing thereof to the extent such registration statementshareholders of the Borrower generally, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all material reports press releases issued by the Borrower, any Subsidiary or any other Loan Party; (d) [reserved]; (e) No later than 90 days after the end of each fiscal year of the Borrower ending prior to the Revolving Termination Date, projected balance sheets, operating statements and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Section 10.1. and at the end of each fiscal quarter of the next succeeding fiscal year; (f) If any ERISA Event shall occur that Holdingsindividually, or together with any other ERISA Event that has occurred, could reasonably be expected to have a Material Adverse Effect, a certificate of the Chief Financial Officer, Controller or Head of Corporate Finance of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; (g) To the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, any Loan Party or any other Subsidiary or any of the Restricted Subsidiaries shall send their respective properties, assets or businesses which, if determined or resolved adversely to the holders such Person, could reasonably be expected to have a Material Adverse Effect; (h) [Reserved]; (i) Prompt notice of any publicly issued debt change in the business, assets, liabilities, financial condition or results of Holdingsoperations of any Loan Party or any other Subsidiary which has had, or could reasonably be expected to have, a Material Adverse Effect; (j) Prompt notice of the occurrence of any Default or Event of Default; (k) Promptly upon entering into any Material Contract after the Agreement Date, a copy of such Material Contract and prompt notice of any event constituting a breach of a Material Contract by the Borrower, any other Loan Party or any other Subsidiary, which breach (with the passage of time, the Borrower and/or giving of notice, or otherwise), would permit a counterparty to such Material Contract to terminate such Material Contract; (l) Prompt notice of any order, judgment or decree having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets which has had, or could reasonably be expected to have, a Material Adverse Effect; (m) Prompt notice of any written notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority which has had, or could reasonably be expected to have, a Material Adverse Effect; (n) [Reserved]; (o) [Reserved]; (p) Promptly, upon the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth Borrower becoming aware of any change in the last sentence of Section 9.2 Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and Section 13.16the new Credit Rating that is in effect; (q) Promptly, upon each request, information identifying the Borrower as a Lender may request in order to comply with applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and (r) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower, any of its Subsidiaries, or any other information (financial or otherwise) Loan Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to through the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsreasonably request.

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly readily available reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the business, operations and financial condition of the Borrower and the Restricted Subsidiaries and compliance with the terms hereof; provided, however, that neither 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 or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar 143 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 (to the extent not created in contemplation of such Person’s obligations under this Section 5.01(j)). (ii) Promptly after the furnishing thereof, copies of any material notices (other than notices furnished in the ordinary course) furnished to any holder of any class or series of (x) any Junior Indebtedness, (y) any Junior Lien Indebtedness or (z) other debt securities of any Loan Party, in each case, so long as the aggregate outstanding principal amount thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Administrative Agent pursuant to any other clause of this Section 5.01. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) posts such documents, documents (or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 9.01; (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request delivered by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant secure website, if any, to which each Lender until and the Administrative Agent have access (whether a written request to cease delivering paper copies is given commercial, third-party website or whether sponsored by the Administrative Agent and Agent); (Biii) the Borrower shall notify (on which may be by facsimile or electronic mail) such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) on which such items have been made available on the SEC website or the website of the posting relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “▇▇▇▇▇”). The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak Online or another relevant secure website or other secure electronic information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such documents and provide Public Lenders. The Borrower agrees, upon the reasonable written request of the Administrative Agent, to clearly designate all information provided to the Administrative Agent by electronic mail electronic versions (i.e.or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to the Borrower and maintaining its copies Subsidiaries and their securities; provided that any financial statements delivered pursuant to Section 5.01(a) and 5.01(b) and any Compliance Certificate shall be deemed suitable to make available to Public Lenders unless, with respect to any such document, the Borrower notifies the Administrative Agent that such document contains Non-Public Information; it being understood and agreed that from and after receipt of such documentsnotice, unless otherwise specified therein, such notice shall apply to all documents of the same type for all future periods. Notwithstanding the foregoing, the obligations in this Section 5.01 may instead be satisfied with respect to any financial statements, budgets and Responsible Officer Certifications of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) Form 10-K or 10-Q, as applicable, of the Borrower or any Parent Company filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (x) 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 144 Company’s direct or indirect ownership of the Borrower and its Subsidiaries) or (y) 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 consolidated Subsidiaries, on the other hand, such financial statements or Form 10-K or 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such financial statements are in lieu of financial statements required to be provided under Section 5.01(b), such financial statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to the “Borrower” therein were references to such Parent Company.

Other Information. (i) Promptly upon filing thereofthe reasonable request therefor, such other information or documents (x) copies of any annual, quarterly and other regular, material periodic and special reports financial or otherwise (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary courserelated to insurance)) and registration statements which Holdings (or relating to any Parent Entity), the Borrower Credit Party or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request in writing from time to time. Documents required time in good faith (excluding (i) information subject to be delivered pursuant attorney-client privilege, (ii) information the subject of binding confidentiality agreements entered into in good faith, and (iii) any information relating to Sections 9.1(aany investigation by any Governmental Authority to the 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), 9.1(b) and 9.1(f)(i) . Section 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 any Parent Entity thereof posts such documents, or provides a link thereto, documents on the Parent Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request made available by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution posting on the Parent Borrower’s behalf on IntraLinks/IntraAgency, DebtDomain, SyndTrak Online or another relevant website, if any, to which each Lender until and the Administrative Agent have access (whether a written request to cease delivering paper copies is given commercial, third-party website or whether sponsored by the Administrative Agent Agent); provided that the Parent Borrower’s having filed with the SEC (a) an annual report on Form 10-K for such year will satisfy the Parent Borrower’s obligation under Section 6.01(a) with respect to such year and (Bb) a quarterly report on Form 10-Q for such quarter will satisfy the Borrower shall notify (which may be by facsimile or electronic mailParent Borrower’s obligation under Section 6.01(b) the Administrative Agent of the posting of any with respect to such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsquarter. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The 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-side” 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, 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 to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Parent Borrower Materials as “PUBLIC,” the Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to m▇▇▇ any Parent Borrower Materials “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Sections 6.01(a) and (b) will be deemed to be “public-side” Parent Borrower Materials and may be 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 the Parent Borrower or its securities for purposes of United States federal or state securities laws.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Co-Borrowers or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Borrower Co-Borrowers or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Borrower Co-Borrowers and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its their own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a6.1(i), 9.1(b(ii), (vii) and 9.1(f)(i(ix) (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 any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agentin accordance with Section 10.7B; provided that: (Ax) upon written request by the Administrative Agent, Holdings or the Borrower Co-Borrowers shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (By) Holdings or the Borrower Co-Borrowers shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. To the extent not otherwise disclosed in the financial statements furnished to Administrative Agent pursuant to Sections 9.1 and 9.2 above or publically filed with the Securities and Exchange Commission, Borrower shall furnish to Administrative Agent the following: (ia) Promptly upon filing receipt thereof, (x) copies of any annual, quarterly and other regular, material periodic and special all reports (including on Form 10-K, 10-Q disclosing matters identified through the audit or 8-K, but excluding any such reports that are filed in the ordinary course given the nature review of the business operations of the Borrower or ▇▇▇▇▇▇ REIT which are reasonably likely to be materially detrimental to financial condition of the Borrower or ▇▇▇▇▇▇ REIT, if any, submitted to the Borrower, ▇▇▇▇▇▇ REIT or its Board of Directors by its independent public accountants including, without limitation, any management report; (b) Intentionally omitted; (c) To the extent not publicly filed with the Securities and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings Exchange Commission (or any Parent EntityGovernmental Authority substituted therefore), promptly upon the mailing thereof to the shareholders of the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statementgenerally, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports and proxy statements so mailed and material reports that Holdingspromptly upon the issuance thereof copies of all press releases issued by the Borrower, any Subsidiary or any other Loan Party; (d) Intentionally omitted; (e) At the time the financial statements are furnished pursuant to Section 9.2, projected balance sheets, operating statements, profit and loss projections and cash flow budgets of the Borrower or any and its Subsidiaries on a consolidated basis for each quarter of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdingsnext succeeding fiscal year, the Borrower and/or any of the Restricted Subsidiaries all itemized in their capacity as such holders (detail, in each case to the extent not theretofore delivered form satisfactory to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) Agent. The foregoing shall be accompanied by pro forma calculations, together with reasonable promptnessdetailed assumptions, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, will be delivered pursuant to in compliance with the covenants contained in Sections 9.1(a)10.1 and 10.2 at the end of each fiscal quarter of the next succeeding fiscal year; (f) If any ERISA Event shall occur that individually, 9.1(b) and 9.1(f)(i) may or together with any other ERISA Event that has occurred, could reasonably be delivered electronically and if so delivered, shall be deemed expected to have been delivered on a Material Adverse Effect, a certificate of the date (i) on chief executive officer or chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; (g) To the extent any Parent Entity thereof posts such documentsLoan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or provides affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a link theretoMaterial Adverse Effect, on and prompt notice of the receipt of notice that any United States federal income tax returns of any Loan Party or any other Subsidiary are being audited; (h) A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower’s , any other Loan Party concurrently with the next delivery of the Compliance Certificate; (i) Prompt notice of (i) any change in the senior management of ▇▇▇▇▇▇ REIT or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or Borrower, (ii) on which any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Material Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect, together with such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request other information as requested by the Administrative Agent, the Borrower shall deliver paper copies Lenders and their counsel to evaluate such matters; (j) Prompt notice of the occurrence of any Default or Event of Default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound; (k) Promptly upon entering into any Material Contract or Specified Derivatives Contract after the Agreement Date, a copy 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 contract; (Bl) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting Prompt notice of any such documents and provide to the Administrative Agent by electronic mail electronic versions order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets; (i.e., soft copiesm) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.Intentionally Omitted;

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in In each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime 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 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 party thereto. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (A) upon written request by the Administrative Agent, the Borrower or the applicable Loan Party shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Loan Party or Subsidiary thereof with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents.. Each Loan Party 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 the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. 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

Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Required Lenders: (a) [reserved]; (b) [reserved]; (a) a Compliance Certificate executed by the chief financial officer of Borrower Agent which provides a reasonably detailed calculation of the Consolidated Fixed Charge Coverage Ratio, delivered (i) Promptly upon filing thereofconcurrently with the delivery of financial statements under Sections 7.01(a), 7.01(b) and 7.01(c) above and (xii) as requested by the Administrative Agent (acting at the direction of the Required Lenders) while a Default or Event of Default exists; (c) promptly after the same are available, copies of any each annual report, proxy or financial statement sent to the stockholders of Holdings, and copies of all annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (may file or any Parent Entity), the Borrower or any Restricted Subsidiary files be required to file with the SEC under Section 13 or any analogous Governmental Authority in any relevant jurisdiction (other than amendments 15(d) of the Exchange Act, and not otherwise required to any registration statement (to the extent such registration statement, in the form it becomes effective, is be delivered to the Administrative Agent or the Lenders pursuant hereto; (d) [reserved]; (e) promptly following any request therefor, provide information and documentation reasonably requested by Administrative Agent for further delivery to purposes of compliance with applicable “know your customer” requirements under the Lenders)PATRIOT Act, exhibits to the Beneficial Ownership Regulation or other applicable Anti-Money Laundering Laws, Anti-Corruption Laws, or Sanctions; and (f) promptly, such additional information regarding the business, financial or corporate affairs of any registration statement andLoan Party or any Subsidiary, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality or compliance with the SEC terms of the Loan Documents, as the Administrative Agent or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower Lender may from time to time reasonably request or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered may be provided to the Administrative Agent for further delivery to or the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time, all in form and scope reasonably acceptable to the Required Lenders. Documents required to be delivered pursuant to Sections 9.1(aSection 7.01(a), 9.1(b7.01(b) and 9.1(f)(ior 7.01(c) or Section 7.02(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 any Parent Entity thereof Agent posts such documents, or provides a link thereto, thereto on the BorrowerBorrower Agent’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 11.02; or (ii) on which such documents are transmitted posted on the Borrower Agent’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 electronic mail to the Administrative Agent); provided that: (Ax) upon written request by the Administrative Agent, the Borrower Agent shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower Agent to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (By) the Borrower Agent shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 Borrowers with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent 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 SyndTrak, Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that, so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, each Loan Party shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Loan Party 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 “Public Investor”; and (z) the Administrative Agent 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 Investor”. Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Other Information. (i) Promptly upon filing thereoftheir becoming available, copies of: (xA) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports, notices and proxy statements and sent or made available generally by the Borrower to its security holders acting in such capacity or by any Restricted Subsidiary of the Borrower to its security holders other than the Borrower or another Restricted Subsidiary of the Borrower or to any holders (or any agent, trustee or other representative thereof) of any material reports that Holdings, Indebtedness of the Borrower or any of its Restricted Subsidiaries; (B) all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries shall send to with any securities exchange or with the holders of Securities and Exchange Commission or any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders Governmental Authority or private regulatory authority; and (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this AgreementC) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial and data with respect to the Borrower or otherwise) any of its Restricted Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime may be reasonably requested by the Administrative Agent. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) this Section 5.1 may be delivered electronically electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail delivered to the Administrative Agent; provided that: Agent for posting by the Administrative Agent on any Credit Parties’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, the Borrower however, that (x) such Credit Party shall not be required to deliver paper copies of such documents to the Administrative Agent for further distribution to each or any Lender until a written request to cease delivering paper copies is given by unless the Administrative Agent or any Lender shall have specifically requested paper copies and (By) the Borrower such Credit Party shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting delivery of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender The Administrative Agent shall be solely responsible for timely accessing posted documents have no obligation to request the delivery or requesting delivery of paper to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Credit Party with any such documents from request for delivery. Notwithstanding the Administrative Agent foregoing, the obligations in paragraphs (b) and maintaining (c) of this Section 5.1 may be satisfied with respect to financial information of the Borrower and its copies Subsidiaries by furnishing the Borrower’s (or Parent’s), as applicable, Form l0-K or 10-Q, as applicable, filed with the Securities and Exchange Commission; provided that, to the extent such information relates to Parent, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the one hand, and the information relating to the Borrower and the Subsidiaries on a standalone basis, on the other hand; provided further that to the extent such information is in lieu of information required to be provided under Section 5.1(c), such materials are accompanied by a report of an independent certified public accountants as set forth in clause (ii) of such documentsSection 5.1(c).

Other Information. From time to time, such other information with respect to the business, condition (i) Promptly upon filing thereoffinancial or otherwise), (x) copies of any annualoperations, quarterly and other regularperformance, material periodic and special reports (including on Form 10-K, 10-Q properties or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business prospects of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf (or on behalf of any Lender the Lenders through the Administrative Agent) may reasonably request in writing from time to timeconnection with the transactions contemplated hereby. Documents required to be delivered pursuant to Sections 9.1(aSection 7.01(a), 9.1(b7.01(b) and 9.1(f)(iand/or 7.01(g) may be delivered electronically and and, if so delivereddelivered shall be deemed furnished and delivered on the date such information (x) has been posted on the SEC website accessible through h▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/webusers.htm or such successor webpage of the Securities and Exchange Commission thereto and (y) other than with respect to documents to be delivered pursuant to Section 7.01(g), the Administrative Agent shall have been notified thereof, such notification which shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request be received by the Administrative AgentAgent with respect to the documents required to be delivered pursuant to Section 7.01(a) and 7.01(b) upon delivery of the Compliance Certificate pursuant to Section 7.01(e); provided that upon request of the Administrative Agent (acting on the instructions of the Required Lenders), the Borrower shall deliver paper copies (by e-mail, telecopier or otherwise at Borrower’s election under Section 11.03) 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) acting on the instructions of the Required Lenders). Notwithstanding anything to the contrary herein, in every instance, the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent required to provide copies of the posting of any such documents and provide Compliance Certificate required by Section 7.01(e) to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) and each of the Lenders and no such documents. Each Lender public filings 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 documentsdeemed to be a substitute therefor.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given mailing thereof to the nature of the business shareholders of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)generally, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports and proxy statements and material reports that Holdings, so mailed; (ii) Promptly after receipt thereof by the Borrower or any of its Subsidiaries, a copy of any "management letter" received by such Person from its certified public accountants and the Restricted Subsidiaries shall send management's response thereto; (iii) No later than one day prior to the holders anticipated receipt by the Borrower or any Subsidiary of the Borrower of Net Cash Proceeds from (A) any sale or other disposition of any publicly issued debt Asset of Holdingsthe Borrower or such Subsidiary, the proceeds of which are expected to be greater than $10,000,000 individually or in the aggregate in any given Fiscal Year or (B) the issuance of any Debt or Equity Interests, the proceeds of which are, in either case, required to be applied to prepay the Advances in accordance with Sections 2.03 and 2.05 of the Security Agreement or Section 2.06(c), as the case may be, a certificate of a Responsible Officer of the Borrower and/or setting forth (1) a description of the transaction giving rise to such Net Cash Proceeds, (2) the date or dates upon which such Net Cash Proceeds are anticipated to be received by the Borrower or such Subsidiary, (3) the amount of Net Cash Proceeds anticipated to be received on such date or each of such dates (together with a schedule detailing the calculations necessary to determine the amount of Net Cash Proceeds), and (4) the amount of such Net Cash Proceeds that it is anticipated will be applied to prepay the Advances; (iv) Promptly upon receipt thereof, copies of all notices, requests and other documents received by the Borrower or any of the Restricted its Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders under or pursuant to this Agreementany Financing Document or indenture, loan or credit or agreement in respect of any Qualifying Obligation regarding or related to any breach or default by any party thereto that could reasonably be expected to have a Material Adverse Effect or any other event that reasonably be expected to have a Material Adverse Effect and copies of any amendment, modification or waiver of any provision of any such Financing Document or indenture, loan or credit or agreement; and (v) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such Such other information (respecting the business or properties, or the condition or operations, financial or otherwise) , of the Borrower or any of its Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender acting through the Administrative Agent may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentstime reasonably request.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered It shall provide to the Administrative Agent for further delivery or cause to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered be provided to the Administrative Agent for further delivery Agent: (i) within two (2) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default, (B) Event of Default, (C) Potential Servicer Removal Event, (D) Servicer Removal Event, (E) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (F) Revaluation Event, (G) receipt of notice from the Lenders pursuant agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (H) Collateral Loan that ceases to this Agreement) be an Eligible Collateral Loan, a certificate of a Responsible Officer of the Servicer setting forth the details thereof and the action which the Servicer is taking or proposes to take with respect thereto; (ii) with reasonable promptness, but subject from time to time such additional information regarding the limitations set forth in the last sentence Collateral (including reasonably detailed calculations of Section 9.2 and Section 13.16, such other information (financial or otherwiseeach Coverage Test) as the Administrative Agent on its own behalf or on behalf of any Lender the Required Lenders (through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a)if reasonably available without undue burden or expense; (iii) a Borrowing Base Calculation Statement (A) within twenty (20) days after the end of each month, 9.1(b(B) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the any date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides submits a link thereto, on the Borrower’s Notice of Borrowing and (or such Parent Entity’sC) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted promptly upon request therefor by electronic mail to the Administrative Agent; provided that: Agent on any other date; (Aiv) upon written promptly following any reasonable request by the Administrative AgentAgent or any Lender, all documentation and other information that the Borrower shall deliver paper copies Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer,” anti-money laundering and sanctions rules and regulations, including the PATRIOT Act; and (v) within two (2) Business Days after a Responsible Officer of such documents the Servicer obtains actual knowledge thereof, provide notice to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide settlement of, judgment (including a judgment with respect to the Administrative Agent by electronic mail electronic versions liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting the in any material respect the Collateral (i.e.taken as a whole), soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents the Facility Documents, or requesting delivery of paper copies of such documents from any Secured Party’s interest in the Administrative Agent Collateral, in each case except to the extent the foregoing does not and maintaining its copies of such documentswould not have a Material Adverse Effect.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other Such customary additional information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the financial condition or business of Intermediate Dutch Holdings and its Restricted Subsidiaries; provided, that none of Holdings, Intermediate Dutch Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes a non-financial trade secret or non-financial proprietary information of any Person, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, Intermediate Dutch Holdings 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(j)). Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) (A) posts such documents, documents or (B) provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet thereto at the website address listed on Schedule 13.2 or 9.01 (which Schedule 9.01 may be updated from time to time); (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request delivered by the Administrative Agent, the Borrower shall deliver paper copies of such documents Representative to the Administrative Agent for further distribution posting on behalf of any Borrower on IntraLinks/SyndTrak or another relevant website (the "Platform"), if any, to which each Lender until and the Administrative Agent have access (whether a written request to cease delivering paper copies is given commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which the relevant documents are electronically mailed or otherwise transmitted to the Administrative Agent in a manner to which the Administrative Agent may reasonably agree. Notwithstanding the foregoing, the obligations in Section 5.01(a), 5.01(b) and 5.01(h) may instead be satisfied with respect to any relevant information of Intermediate Dutch Holdings by furnishing (i) the applicable financial statements or other information required by such clauses of Holdings (or any other Parent Company) or (ii) following an IPO in the case of Sections 5.01(a) and (b), Intermediate Dutch Holding’s, Holdings’ or any other Parent Company thereof, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided, that, with respect to each of clauses (i) and (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower Representative in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of Intermediate Dutch Holdings and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower Representative) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and Intermediate Dutch 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 Company and its consolidated subsidiaries, on the one hand, and the information relating to Intermediate Dutch Holdings and its consolidated subsidiaries on a consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the Borrower extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall notify (which may be accompanied by facsimile or electronic mail) a report and opinion with respect to the Administrative Agent financial statements of the posting applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of adjustment in such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documentsfinancial statement.

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of any Consolidated Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 7.1(a) and 9.1(f)(ior (b) or Section 7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender that requests the Borrower to each Lender deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile telecopier or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agents and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (x) 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 (y) the Administrative Agent, the Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Other Information. (i) Promptly upon filing thereofAs promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, (x) copies such other information regarding the operations, business affairs and financial condition of Aleris or any of its Subsidiaries, or compliance with the terms of any annualCredit Document, quarterly as the Administrative Agent may reasonably request (on behalf of itself or any Lender). Notwithstanding the foregoing, the obligations in clauses (a) and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature b) of the business this Section 9.01 may be satisfied with respect to financial information of the Borrower Aleris and its Restricted Subsidiaries by furnishing (other than such ordinary course reports that contain or report information that is not ordinary course)A) and registration the applicable financial statements which of Holdings (or any Parent Entitydirect or indirect parent of Holdings) or (B) Aleris’ or Holdings’ (or any direct or indirect parent thereof), the Borrower as applicable, Form 10-K or any Restricted Subsidiary files 10Q, as applicable, filed with the SEC or any analogous Governmental Authority in any relevant jurisdiction Securities and Exchange Commission; provided that, with respect to each of clauses (other than amendments to any registration statement A) and (B), (i) to the extent such registration statement, in the form it becomes effective, is delivered information relates to the Administrative Agent for further delivery to the LendersHoldings (or a parent thereof), exhibits such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to any registration statement andHoldings (or such parent), if applicableon the one hand, any registration statements and the information relating to Aleris and its Subsidiaries on Form S-8 and a standalone basis, on the other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) hand and (ii) to the extent such information is in lieu of information required to be provided under clause (a) of this Section 9.01, such materials are accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with reasonable promptness, but generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the limitations set forth in the last sentence scope of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeaudit. Documents required to be delivered pursuant to Sections 9.1(aclauses (a), 9.1(b(b) and 9.1(f)(ior (j) of this Section 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 any Parent Entity thereof Aleris posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Aleris’ website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted 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 or whether sponsored by electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Aleris shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower Aleris shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Notwithstanding anything contained herein, in every instance Aleris shall be solely responsible for timely accessing posted documents or requesting delivery of required to provide paper copies of such documents from the compliance certificates required by clause (c) of this Section 9.01 to the Administrative Agent and maintaining its copies of Agent. The financial statements required to be delivered pursuant to Section 9.01(b) with respect to the first Fiscal Quarter after the Restatement Effective Date shall not be required to contain all purchase accounting adjustments relating to the Transaction to the extent it is not practicable to include any such documentsadjustments in such financial statements.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and S-8), (yii) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries Subsidiaries, in each case in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and ), and, (iiiii) with reasonable promptness, but subject to the limitations set forth in the last sentence sentences of Section 9.2 9.2(a) and Section 13.1613.6, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i(b) and Section 9.1(f) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 13.2, (ii) on which such documents are transmitted by electronic mail to the Administrative AgentAgent or (iii) on which such documents are filed of record with the SEC; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsdocuments (except that no such notice shall be required to the extent such documents are filed on record with the SEC). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Section 9.1(c) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Co-Borrowers or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Borrower Co-Borrowers or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Borrower Co-Borrowers and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its their own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a6.1(i), 9.1(b(ii), (vii) and 9.1(f)(i(ix) (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 any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agentin accordance with Section 10.7B; provided that: (Ax) upon written request by the Administrative Agent, Holdings or the Borrower Co-Borrowers shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (By) Holdings or the Borrower Co-Borrowers shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly upon filing thereoftheir becoming available (but with respect to clause (A), (xB) and (C) of this Section 5.1(k), solely after the occurrence of a Qualified IPO), copies of (A) all financial statements, reports, notices and proxy statements sent or made available generally by Parent to its security holders acting in such capacity or by any annualRestricted Subsidiary of Parent to its security holders other than Parent or another Restricted Subsidiary of Parent, quarterly (B) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Parent or any of its Restricted Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any other Governmental Authority or private regulatory authority, and (C) all press releases and other regular, statements made available generally by Parent or any of its Restricted Subsidiaries to the public concerning material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed developments in the ordinary course given the nature of the business of the Borrower and Parent or any of its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entityincluding the announcement of a SPAC Transaction), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.165.7, such other information (financial and data with respect to Parent or otherwise) any of its Restricted Subsidiaries as from time to time may be reasonably requested by the Administrative Agent on its own behalf or, through the Administrative Agent, any Lender, including, without limitation, any information or on behalf of documents reasonably requested by the Administrative Agent or any Lender may reasonably request in writing from time to timefor purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or under other applicable money laundering laws. Documents required to be delivered pursuant to Sections 9.1(a5.1(a), 9.1(b5.1(b), 5.1(d), 5.1(e), 5.1(i) or 5.1(k)(A), (B) or (C) (to the extent any such documents are included in the materials otherwise filed with the Securities and 9.1(f)(iExchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the first date (i) on which the Borrower Parent, any Ultimate Parent or any Parent Entity thereof Relevant Public Company posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 thereof; or (ii) on which such documents are transmitted by electronic mail posted on any Relevant Public Company’s behalf on an Internet (including on ▇▇▇▇▇ at ▇▇▇.▇▇▇.▇▇▇ (or other successor government website that is freely and readily available)) or intranet website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third party website or whether sponsored by the Administrative Agent, the Borrower ); provided that such Relevant Public Company shall deliver paper copies of such documents to the Administrative Agent for further distribution upon its request to each Lender such Relevant Public Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by the Borrowers of any such documents on any website maintained for or sponsored by the Administrative Agent), the Borrowers shall promptly provide the Administrative Agent and (B) the Borrower shall notify notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed. The Administrative Agent of shall have no obligation to request the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of or to maintain paper copies of such the documents from the Administrative Agent and maintaining its copies of such documentsreferred to above.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request therefor, such other information (including related to insurance) or documents (financial or otherwise) relating to any Credit Party or any Subsidiary as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request in writing from time to timetime in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the subject of binding confidentiality agreements entered into in good faith, and (iii) any information relating to any investigation by any Governmental Authority to the 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 Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(iSection 6.01(b) 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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Parent Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Internet; or (ii) on which such documents are transmitted made available by electronic mail the Parent Borrower to the Administrative Agent for posting on the Parent 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 the Parent Borrower’s having filed with the SEC (Aa) an annual report on Form 10-K for such year will satisfy the Parent Borrower’s obligation under Section 6.01(a) with respect to such year and (b) a quarterly report on Form 10-Q for such quarter will satisfy the Parent Borrower’s obligation under Section 6.01(b) with respect to such quarter; provided further that upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The 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 the Parent Borrower Materials on IntraLinks, SyndTrack Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent Borrower or its securities if the Parent Borrower had publicly traded securities) (each, a “Public Lender”). The Parent Borrower hereby agrees to make all Parent Borrower Materials that the Parent Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC.” By designating Parent Borrower Materials as “PUBLIC”, the Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that would either be publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws if the Parent Borrower had publicly traded securities. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to ▇▇▇▇ any Parent Borrower Materials “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Section 6.01(a) and Section 6.01(b) will be deemed to be “public-side” Parent Borrower Materials and may be 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 the Parent Borrower or its securities for purposes of United States federal or state securities laws.

Other Information. (A) Promptly upon their becoming available, copies of (i) Promptly upon filing thereofall regular and periodic reports, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) proxy statements and registration statements which and prospectuses, if any, filed by Holdings (or any Parent Entity), of its Subsidiaries with any securities exchange or with the Borrower Securities and Exchange Commission or any Restricted Subsidiary files with the SEC or any analogous other Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes became effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements statement on Form S-8 S-8), and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send case not otherwise required to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore be delivered to the Administrative Agent for further delivery to the Lenders pursuant to any other clause of this Agreement) Section 5.1, and (ii) with reasonable promptness, but subject all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the limitations set forth public concerning material developments in the last sentence business of Section 9.2 Holdings or any of its Subsidiaries, and Section 13.16, (B) such other information (financial and data with respect to Holdings or otherwise) any of its Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime may be reasonably requested by any Agent or any Lender, provided that no Credit Party shall be required to provide information under this clause (B) to the extent such information is subject to attorney/client privilege or (to the extent not created in contemplation of such Credit Party’s obligations under this Section 5.1) is subject to confidentiality obligations pursuant to Contractual Obligations with Third Parties, provided further that, the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligations. Documents Notwithstanding the foregoing, the obligations in Section 5.1(a) and Section 5.1(b) may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing Form 10-K or 10-Q of Holdings, as applicable, filed with the SEC; provided that to the extent such information is in lieu of information required to be provided under Section 5.1(b), such materials are accompanied by a report and opinion of Holdings’ auditor or any other independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to Holdings’ ability to continue as a “going concern” (other than any such qualification resulting from an anticipated financial covenant default or an upcoming maturity date of Indebtedness permitted under this Agreement) or any qualification or exception as to the scope of such audit. Any financial statements required to be delivered pursuant to Sections 9.1(a)this Section 5.1 shall not be required to contain purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, 9.1(b“Borrower Materials”) by posting the Borrower Materials on M▇▇▇▇▇▇ Datasite One, Syndtrak or another similar electronic system (the “Platform”) and 9.1(f)(i(b) certain of the Lenders may have personnel who do not wish to receive any information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be delivered electronically engaged in investment and if other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders 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 delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts represented that such documentsinformation contains only Public-Side Information), or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, marking Borrower Materials “PUBLIC,” the Borrower shall deliver paper copies of such documents be deemed to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as containing only Public- Side Information (Bprovided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 10.17), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower shall notify Platform designated “Public-Side Information” and (which may be by facsimile or electronic mailiv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the posting Platform not designated “Public-Side Information”; provided that, for purposes of any such documents the foregoing, all information and provide materials provided pursuant to the Administrative Agent by electronic mail electronic versions Section 5.1(a) or (i.e., soft copiesb) of such documents. Each Lender shall be solely responsible deemed to be suitable for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documentsposting to Public Lenders.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other Such customary additional information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet thereto at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A, other than with respect to items required to be delivered pursuant to Section 5.01(j) upon written request by the Administrative Agentabove, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of ; (ii) on which such documents from are delivered by the Parent Borrower to the Administrative Agent for posting on behalf of the Parent Borrower on IntraLinks, SyndTrak or another relevant website (the “Platform”), if any, to which each Lender and maintaining the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are electronically mailed to an address provided by the Administrative Agent; or (iv) in respect of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by the Parent Borrower or any Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) and 5.01(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, (i) the Administrative Agent shall, in its copies discretion and without the consent of any Lender, be permitted to grant an extension of the deadline (not to exceed 30 days following the date on which the relevant item is initially required to be delivered) with respect to the obligations set forth in Sections 5.01(a), 5.01(b) and 5.01(h) and (ii) the obligations in Section 5.01(a), 5.01(b) and 5.01(h) may instead be satisfied with respect to any relevant information of the Parent Borrower by furnishing (A) the applicable financial statements or other information required by such clauses of any Parent Company or (B) in the case of Sections 5.01(a) and 5.01(b), the Parent Borrower’s or any Parent Company’s, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such documentsfiling to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (1) to the extent (x) such financial statements relate to any Parent Company and (y) (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 Representative in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Parent Borrower and its subsidiaries) or (II) there are material differences (in the good faith determination of the Borrower Representative) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Parent Borrower and its consolidated subsidiaries, on the other hand (other than any such differences relating to shareholders’ equity), such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Parent Borrower and its consolidated subsidiaries on a consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (2) to the extent such financial statements of the relevant Parent Company are in lieu of financial statements of the Parent Borrower required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion with respect to the applicable financial statements of the relevant Parent Company, 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 5.01(b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustment in such financial statement.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries It shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail provide to the Administrative Agent: USActive 60058040.8 -114- (i) promptly after the receipt thereof, the Borrower shall notify the Administrative Agent and, upon request, each Lender of any auditors’ management letters received by the Borrower or by its accountants; provided that: (Aii) upon written request for Collateral Assets that are not Broadly Syndicated Loans (and for Broadly Syndicated Loans if requested by the Administrative Agent), to the extent reasonably available to the Borrower and/or the Collateral Manager (on behalf of the Borrower) pursuant to the Underlying Instruments, on or prior to the date the Borrower commits to acquire a Collateral Asset, audited financial statements of the related Obligor for the two (2) year period most recently ended with respect to the related Obligor; (iii) to the extent reasonably available to the Borrower and/or the Collateral Manager (on behalf of the Borrower) pursuant to the Underlying Instruments (x) with respect to Broadly Syndicated Loans, if requested by the Administrative Agent, the quarterly unaudited financial statements and annual audited financial statements with respect to each Obligor, which delivery shall be made within ten (10) Business Days after receipt by a Responsible Officer of the Borrower shall deliver paper or the Collateral Manager (on behalf of the Borrower) as specified in the Underlying Instruments; and (y) with respect to all other Collateral Assets: (i) copies of the underwriting and credit memos prepared by the Collateral Manager with respect to such documents Collateral Asset on or prior to date the Borrower acquires a Collateral Asset, within ten (10) Business Days after such updates or amendments become available and (ii) the complete quarterly and annual financial reporting packages with respect to such Obligor and with respect to each Collateral Asset that has been prepared by the Collateral Manager in accordance with the Collateral Manager Standard (including any financial statements, management discussion and analysis, executed covenant compliance certificates and related covenant calculations with respect to such Obligor and with respect to each Collateral Asset), which delivery shall be made within ten (10) Business Days after receipt by a Responsible Officer of the Borrower or the Collateral Manager (on behalf of the Borrower) as specified in the Underlying Instruments; (iv) to the extent reasonably available to the Collateral Manager (on behalf of the Borrower) pursuant to the Underlying Instruments, copies of any material amendment, restatement, supplement, waiver or other modification to the Underlying Instruments of any Collateral Asset within ten (10) Business Days following the effectiveness of such amendment, restatement, supplement, waiver or other modification; (v) such other information as any Lender may reasonably require for regulatory purposes relating to the Collateral Assets or the transactions contemplated hereby and so notify in writing the Borrower and the Collateral Manager; provided that such information is in the possession of the Borrower or the Collateral Manager, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure 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 Agent; and (Bvi) the Borrower shall notify within five (which may be by facsimile or electronic mail5) the Administrative Agent Business Days after a Responsible Officer of the posting Borrower, the Equityholder, or the Collateral Manager obtains actual knowledge thereof, notice of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.material action, soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents suit, proceeding, dispute, offset, deduction, defense or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.counterclaim

Other Information. (A) Promptly upon their becoming available, copies of (i) Promptly upon filing thereofall financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders acting in such capacity or by any Subsidiary of the Borrower to its security holders other than the Borrower or another Subsidiary of the Borrower, (xii) copies all regular and periodic reports and all registration statements (other than on Form S-8 or similar form) and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any annualsecurities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, quarterly (iii) all press releases and other regular, statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed developments in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)of its Subsidiaries, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (yB) copies of all financial statements, proxy statements such other information and material reports that Holdings, data with respect to the Borrower or any of the Restricted its Subsidiaries shall send as from time to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to time may be reasonably requested by the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeLender. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 9.01; (ii) on which such documents are transmitted posted on the Borrower’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 electronic mail 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: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly upon The Borrowers shall furnish to the Administrative Agent: 14.8.1 after the sending or filing thereof, (x) copies of any annualall reports, quarterly and other regularnotices, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) prospectuses and registration statements which Holdings (or any Parent Entity), the Cdn Borrower or any other Restricted Subsidiary Credit Party files with the SEC Toronto Stock Exchange, the Securities and Exchange Commission or any analogous Governmental Authority in other securities exchange, securities commissions or similar governmental authority or commissions and which are not available on ▇▇▇▇▇, ▇▇▇▇▇ or the website of the Cdn Borrower on the internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; it being understood that any relevant jurisdiction (posting on ▇▇▇▇▇, ▇▇▇▇▇ or such website of the Cdn Borrower shall constitute sufficient delivery for the purposes of this subsection 14.8.1; 14.8.2 upon receipt thereof, copy of each special audit made by independent accountants of the books of any Restricted Credit Party; 14.8.3 upon each request from the Administrative Agent, such other than amendments data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, results of operations or business prospects of any Restricted Credit Party as the Administrative Agent may reasonably request, provided that the Borrowers shall not be required to any registration statement (disclose information pursuant to this subsection if the extent disclosure of such registration statement, information in the form it becomes effective, is delivered written opinion of the Restricted Credit Parties’ Counsel furnished to the Administrative Agent for further delivery and the Lenders at the Borrowers’ expense or, solely in the case of (ii) below, as advised in writing by an appropriate official of the Toronto Stock Exchange or the New York Stock Exchange, (i) would be prohibited by Applicable Law or by the terms of an obligation of confidentiality comprised in any agreement binding on the Borrowers, their Affiliates or any one thereof, or (ii) would require any Borrower to make public disclosure of such information to comply with any of its continuing obligations to the Lenders)Toronto Stock Exchange or New York Stock Exchange (provided that, exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies after receipt of all financial statements, proxy statements and material reports that Holdingssuch opinion, the Borrower or any Administrative Agent and the Lenders shall have been afforded an opportunity to meet with official(s) of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as applicable exchange and such holders (in each case to the extent not theretofore delivered officials confirm to the Administrative Agent for further delivery to and the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to that the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies disclosure of such documents information by any Borrower to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies and the Lenders is given so prohibited by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) requirements of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of exchange unless such documents from the Administrative Agent and maintaining its copies of Borrower publishes such documentsinformation).

Other Information. (ia) Promptly upon receipt thereof, copies of all reports, if any, submitted to the Borrower or its Board of Directors by its independent public accountants including, without limitation, any management report; (b) Within 5 Business Days of the filing thereof, (x) copies of all registration statements (excluding the exhibits thereto and any annual, quarterly and other regular, material periodic and special reports (including registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q or and 8-K, but excluding K (or their equivalents) and all other periodic reports which any such reports that are filed in Loan Party or any other Subsidiary shall file with the ordinary course given Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange; (c) Promptly upon the nature of mailing thereof to the business shareholders of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)generally, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all material reports press releases issued by the Borrower, any Subsidiary or any other Loan Party; (d) As soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrower, a Unencumbered Asset Certificate setting forth the information to be contained therein as of the last day of such fiscal quarter; (e) No later than 90 days after the end of each fiscal year of the Borrower ending prior to the Termination Date, projected balance sheets, operating statements and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Section 10.1. and at the end of each fiscal quarter of the next succeeding fiscal year; (f) Within 10 Business Days of the Administrative Agent’s reasonable request therefor, a report in form and content reasonably satisfactory to the Administrative Agent detailing the Borrower’s, together with its Subsidiaries’, projected sources and uses of cash for the period of four consecutive fiscal quarters immediately following the date of the Administrative Agent’s request. Such sources shall include but not be limited to excess operating cash flow, availability under this Agreement, unused availability under committed development loans, unfunded committed equity and any other committed sources of funds. Such uses shall include but not be limited to cash obligations for binding acquisitions, unfunded development costs, capital expenditures, debt service, overhead, dividends, maturing Property loans, hedge settlements and other anticipated uses of cash; (g) Within 15 Business Days of the Administrative Agent’s reasonable request therefor, additional financial information maintained with respect to the Borrower and its Subsidiaries and each Unencumbered Asset including, without limitation, property management exception reports, current property portfolio listings, listings of the Borrower’s and its Subsidiaries’ acquisitions from the most recent fiscal quarter provided on a cost basis, appraised value basis and/or projected annual rent basis; (h) If any ERISA Event shall occur that Holdingsindividually, or together with any other ERISA Event that has occurred, could reasonably be expected to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; (i) To the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which, if determined or resolved adversely to such Person, could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of written notice that any United States income tax returns of any Loan Party or any other Subsidiary are being audited; (j) A copy of any amendment to the articles of incorporation, bylaws, partnership agreement or other similar organizational documents of any Loan Party within 5 Business Days of the effectiveness thereof; (k) Prompt notice of any change in the senior management of the Borrower, any Subsidiary or any other Loan Party and any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Subsidiary which has had or could reasonably be expected to have a Material Adverse Effect; (l) Prompt notice of the occurrence of any Default or Event of Default or any event constituting a breach of a Material Contract by the Borrower, any other Loan Party or any other Subsidiary, which breach (with the passage of time, the giving of notice, or otherwise) would permit a counterparty to a Material Contract to terminate such Material Contract; (m) Promptly upon entering into any Material Contract after the Agreement Date, a copy of such Material Contract; (n) Prompt notice of any order, judgment or decree in excess of $10,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets; (o) Prompt notice of any written notification of a material violation of any law or regulation or any inquiry shall have been received by any Loan Party or any other Subsidiary from any Governmental Authority; (p) Prompt notice of the acquisition, incorporation or other creation of any Subsidiary, the purpose for such Subsidiary, the nature of the assets and liabilities thereof and whether such Subsidiary is a Wholly Owned Subsidiary; (q) Promptly upon the reasonable request of the Administrative Agent, evidence of the Borrower’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail satisfactory to the Administrative Agent; (r) Promptly, upon the Borrower becoming aware of any change in the Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect; (s) Promptly, upon each request, information identifying the Borrower as a Lender may request in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (t) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding any Property of the Borrower, any other Loan Party, any other Subsidiary or any of the Borrower’s Unconsolidated Affiliates, or the business, assets, liabilities, financial condition, or results of operations of the Borrower or any of the Restricted its Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to through the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 documentsreasonably request.

Other Information. (i) Promptly upon filing thereof, Such (x) copies of any annualother certificates, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with Ultimate Parent or its Subsidiaries’ financial condition or business and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof Agent (x) posts such documentsdocuments (other than with respect to documents required to be delivered pursuant to Section 5.01(l)), or (y) provides a link thereto, thereto on the BorrowerBorrower Agent’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 9.01 or (z) with respect to the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed with any securities exchange or the SEC or any governmental or private regulatory authority (other than Form 10-K and 10-Q reports satisfying the requirements in Section 5.01(b) 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 transmitted by electronic mail posted on the Borrower Agent’s behalf on IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent, ); or (iii) the Borrower shall deliver paper copies of such date on which executed certificates or other documents are faxed to the Administrative Agent for further distribution (or electronically mailed to each Lender until a written request to cease delivering paper copies is given an address provided by the Administrative Agent and (BAgent); provided 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 may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall Notwithstanding the foregoing, the obligations in clauses (a), (b) and (c) of this Section 5.01 may be solely responsible for timely accessing posted documents satisfied with respect to financial information of Ultimate Parent and its subsidiaries by furnishing (A) the applicable financial statements of any Parent Company or requesting delivery (B) the Form 10-K or 10-Q, as applicable, of paper copies the Borrower Agent or any Parent Company, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, (i) to the extent such information relates to a direct or indirect parent of the Borrower Agent (other than Ultimate Parent and Holdings), such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such direct or indirect parent, on the one hand, and the information relating to Ultimate Parent and its subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(c), such materials are, to the extent applicable, accompanied by a report and opinion of BDO USA, P.A. or other independent certified public accountants meeting the requirements of such documents from the Administrative Agent and maintaining its copies of such documentsSection.

Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender: (ia) Promptly upon filing thereofno later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (xb) promptly after the same are publicly available, copies of any all annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or with any analogous Governmental Authority in any relevant jurisdiction that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes became effective, is delivered to the Administrative Agent for further delivery to the Lendersdelivered), exhibits to -125-CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 Last Saved: 08/19/2013 8:50 pm ▇▇▇▇▇▇▇▇▇▇ any registration statement and, if applicable, any registration statements statement on Form S-8 S-8) and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send case not otherwise required to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore be delivered to the Administrative Agent pursuant hereto; (c) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a) (but only together with the delivery of a Compliance Certificate in connection with financial statements delivered pursuant to Section 6.01(a)), (i) a report setting forth the information required by a Perfection Certificate Supplement or confirming that there has been no change in such information since the Closing Date or the date of the last such report (provided no such Perfection Certificate Supplement or confirmation shall be required in connection with the Compliance Certificate to be delivered for further delivery the financial statements relating to the Lenders pursuant to this Agreementfiscal year ended December 31, 2013) and (ii) with reasonable promptness, but subject to a list of the limitations set forth in Subsidiaries of the last sentence Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of Section 9.2 the date of delivery of such Compliance Certificate; and Section 13.16(d) promptly, such other additional information (regarding the business, legal, financial or otherwise) corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent on its own behalf or any Lender through the Administrative Agent may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any Lender of the foregoing, and who may reasonably request be engaged in writing from time investment and other market-related activities with respect to timesuch Persons’ securities. Documents required to be delivered The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 delivered electronically distributed to the Public Lenders and if so deliveredthat (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 been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower shall deliver paper copies of such documents Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Administrative Agent Borrower or its securities for further distribution purposes of United States Federal and state securities laws (provided, however, that to each Lender until the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a written request to cease delivering paper copies is given by portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and (B) the Arranger shall be entitled to treat any Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the posting of any such documents and provide to Platform not designated “Public Side Information.” Notwithstanding the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.-126-CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 Last Saved: 08/19/2013 8:50 pm ▇▇▇▇▇▇▇▇▇▇

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by any Loan Party or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, the Borrower any Loan Party or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower any Loan Party and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its their own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a6.1(i), 9.1(b(ii), (vii) and 9.1(f)(i(ix) (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 any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agentin accordance with Section 10.7B; provided that: (Ax) upon written request by the Administrative Agent, Holdings or the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (By) Holdings or the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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.

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of any Consolidated Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(aSection 6.01(a), 9.1(b(b) and 9.1(f)(ior (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof Potlatch posts such documents, or provides a link thereto, thereto on the BorrowerPotlatch’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted posted on the Borrowers’ 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Potlatch shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance Potlatch shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the 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 may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the 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 (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and 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.”

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly readily available reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime regarding the business, operations and financial condition of the Borrower and the Restricted Subsidiaries and compliance with the terms hereof; provided, however, that neither 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 or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (to the extent not created in contemplation of such Person’s obligations under this Section 5.01(j)). (ii) Promptly after the furnishing thereof, copies of any material notices (other than notices furnished in the ordinary course) furnished to any holder of any class or series of (x) LEGAL_US_E # 159035042.9 any Junior Indebtedness, (y) any Junior Lien Indebtedness or (z) other debt securities of any Loan Party, in each case, so long as the aggregate outstanding principal amount thereunder is greater than the Threshold Amount and not otherwise required to be furnished to the Administrative Agent pursuant to any other clause of this Section 5.01. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 any Parent Entity thereof a representative thereof) posts such documents, documents (or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 9.01; (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request delivered by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant secure website, if any, to which each Lender until and the Administrative Agent have access (whether a written request to cease delivering paper copies is given commercial, third-party website or whether sponsored by the Administrative Agent and Agent); (Biii) the Borrower shall notify (on which may be by facsimile or electronic mail) such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) on which such items have been made available on the SEC website or the website of the posting relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “E▇▇▇▇”). The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak Online or another relevant secure website or other secure electronic information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such documents and provide Public Lenders. The Borrower agrees, upon the reasonable written request of the Administrative Agent, to clearly designate all information provided to the Administrative Agent by electronic mail electronic versions (i.e.or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to the Borrower and maintaining its copies Subsidiaries and their securities; provided that any financial statements delivered pursuant to Section 5.01(a) and 5.01(b) and any Compliance Certificate shall be deemed suitable to make available to Public Lenders unless, with respect to any such document, the Borrower notifies the Administrative Agent that such document contains Non-Public Information; it being understood and agreed that from and after receipt of such documentsnotice, unless otherwise specified therein, such notice shall apply to all documents of the same type for all future periods. Notwithstanding the foregoing, the obligations in this Section 5.01 may instead be satisfied with respect to any financial statements, budgets and Responsible Officer Certifications of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) Form 10-K or 10-Q, as applicable, of the Borrower or any Parent Company filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (x) 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 direct or indirect ownership of the Borrower and its Subsidiaries) or (y) 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 consolidated Subsidiaries, on the other hand, such financial statements or Form 10-K or 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries LEGAL_US_E # 159035042.9 on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such financial statements are in lieu of financial statements required to be provided under Section 5.01(b), such financial statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to the “Borrower” therein were references to such Parent Company.

Other Information. (A) Promptly upon their becoming available, copies of (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, reports, notices and proxy statements and material reports that sent or made available generally by Parent to all of its security holders acting in such capacity or by any Subsidiary of Parent to its security holders other than Holdings or another Subsidiary of Holdings, the Borrower (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Parent, Holdings or any of their Subsidiaries with any securities exchange or with the Restricted Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by Parent, Holdings or any of their Subsidiaries shall send to the holders public concerning material developments in the business of any publicly issued debt of Holdings, the Borrower and/or Holdings or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) its Subsidiaries, and (iiB) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial and data with respect to Holdings or otherwise) any of its Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime may be reasonably requested by Administrative Agent or any Lender. Documents required to be delivered pursuant to Sections 9.1(a5.1(a), 9.1(b5.1(b), 5.1(c), 5.1(e) and 9.1(f)(ior 5.1(i) may be delivered electronically electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof Company posts such documents, documents or provides a link thereto, thereto on the BorrowerCompany’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 Appendix B; or (ii) on which such documents are transmitted by electronic mail posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, however, that: (x) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (By) the Borrower Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender Notwithstanding anything contained herein, in every instance the Company shall be solely responsible for timely accessing posted documents or requesting delivery of required to provide paper copies of the Compliance Certificates to the Administrative Agent. Except for such documents from Compliance Certificates, the Administrative Agent and maintaining its 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 documentsrequest for delivery.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K) with, but excluding any such and reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)to, the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction by the Borrower or any Subsidiary (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and S-8), (yA) copies of all financial statements, proxy statements statements, notices and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries Subsidiary shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries Subsidiary, in each case in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (iiB) with reasonable promptness, but subject to the limitations set forth in the last sentence sentences of Section 9.2 9.2(a) and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time (ii) Subject to any applicable limitations set forth in the Credit Documents, the Borrower will deliver to the Administrative Agent for filing, registration or recording all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements (A) required to satisfy the Collateral Requirements and (B) otherwise reasonably requested by the Administrative Agent to be filed, registered or recorded to create or continue, as applicable, the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document to the Administrative Agent and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (iii) No later than 15 days after the consummation of the Utica Sale (or such longer period agreed to by the Administrative Agent in its sole discretion), updated pro forma financial projections and other information satisfactory to the Administrative Agent. (iv) Promptly following any request therefor, (i) such other information regarding the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or any Subsidiary, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request in writing or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b(b) and 9.1(f)(i(c) 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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or 13.2, (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: Agent or (Aiii) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of on which such documents to are filed of record with the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsSEC. 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.

Other Information. (i) Promptly upon The Borrowers shall furnish to the Administrative Agent: 14.8.1 after the sending or filing thereof, (x) copies of any annualall reports, quarterly and other regularnotices, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) prospectuses and registration statements which Holdings (or any Parent Entity), the Cdn Borrower or any other Restricted Subsidiary Credit Party files with the SEC Toronto Stock Exchange, the Securities and Exchange Commission or any analogous Governmental Authority in other securities exchange, securities commissions or similar governmental authority or commissions and which are not available on SEDAR or ▇▇▇▇▇; 14.8.2 upon receipt thereof, copy of each special audit made by independent accountants of the books of any relevant jurisdiction (other than amendments Restricted Credit Party; 14.8.3 upon each request from the Administrative Agent, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, results of operations or business prospects of any Restricted Credit Party as the Administrative Agent may reasonably request, provided that the Borrowers shall not be required to any registration statement (disclose information pursuant to this subsection if the extent disclosure of such registration statement, information in the form it becomes effective, is delivered written opinion of the Restricted Credit Parties’ Counsel furnished to the Administrative Agent for further delivery and the Lenders at the Borrowers’ expense or, solely in the case of (ii) below, as advised in writing by an appropriate official of the Toronto Stock Exchange or the New York Stock Exchange, (i) would be prohibited by Applicable Law or by the terms of an obligation of confidentiality comprised in any agreement binding on the Borrowers, their Affiliates or any one thereof, or (ii) would require any Borrower to make public disclosure of such information to comply with any of its continuing obligations to the Lenders)Toronto Stock Exchange or New York Stock Exchange (provided that, exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies after receipt of all financial statements, proxy statements and material reports that Holdingssuch opinion, the Borrower or any Administrative Agent and the Lenders shall have been afforded an opportunity to meet with official(s) of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as applicable exchange and such holders (in each case to the extent not theretofore delivered officials confirm to the Administrative Agent for further delivery to and the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to that the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof posts such documents, or provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies disclosure of such documents information by any Borrower to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies and the Lenders is given so prohibited by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) requirements of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of exchange unless such documents from the Administrative Agent and maintaining its copies of Borrower publishes such documentsinformation).

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of any Consolidated Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(aSection 6.01(a), 9.1(b(b) and 9.1(f)(ior (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof Potlatch posts such documents, or provides a link thereto, thereto on the BorrowerPotlatch’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted posted on the Borrowers’ behalf on SyndTrak, IntraLinks 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Potlatch shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance Potlatch shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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.”

Other Information. (i) Promptly upon filing thereofSuch other certificates, (x) copies of any annual, quarterly reports and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timetime in connection with the financial condition or business of Holdings, the Issuer and their Restricted Subsidiaries or that for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation (if applicable) or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) 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 Indivior PLC or the Borrower Issuer (or any Parent Entity thereof a representative thereof) (x) posts such documents, documents or (y) provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website of Indivior PLC on the Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent9.01; provided that: (A) upon written request by the Administrative Agent, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Issuer shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of Indivior PLC (or its applicable subsidiary or any applicable Parent Company) 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 Issuer to the Administrative Agent for posting on behalf of the Issuer on Intralinks, SyndTrak or another relevant website, if any, to which each Holder and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Indivior PLC or any applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including, without limitation, the Financial Conduct Authority), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of Indivior PLC by furnishing (A) the applicable financial statements of any Parent Company of Indivior PLC or (B) Indivior PLC’s (or any other Parent Company’s), as applicable, Form 20-F, 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Issuer and their subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Issuer as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). Each Lender Issuer hereby acknowledges that (a) the Administrative Agent and/or the Administrative Agent will make available to the Holders materials and/or information provided by or on behalf of Indivior PLC and/or the Issuer hereunder (collectively, “Issuer Materials”) by posting Issuer Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Holders (each, a “Public Holder”) may have personnel who do not wish to receive material non-public information with respect to Indivior PLC, the Issuer 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 Issuer hereby agrees that (w) all Issuer Materials that are to be made available to Public Holders shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from 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 Issuer Materials “PUBLIC,” each Issuer shall be deemed to have authorized the Administrative Agent, the Administrative Agent and maintaining its copies the Holders to treat such Issuer Materials as not containing any material non-public information with respect to Indivior PLC, each Issuer or their respective securities for purposes of U.S. Federal, state and foreign securities laws (provided, however, that to the extent such documentsIssuer Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Issuer 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 Administrative Agent shall be entitled to treat the Issuer Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with With reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) about the Consolidated Companies as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(aSection 7.09(a), 9.1(b(b) and 9.1(f)(ior (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 any Parent Entity thereof Company posts such documents, or provides a link thereto, thereto on the BorrowerCompany’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 11.02; or (ii) on which such documents are transmitted by electronic mail posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 Company with any such request for delivery by a Lender, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents.. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. Each 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

Other Information. Such customary additional information (ifinancial or otherwise) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q that is readily available to the Borrower as the Administrative Agent may reasonably request from time to time regarding the financial condition or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timeSubsidiaries. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(f)(i) this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest to occur of the date (i) on which the Borrower (or any Parent Entity thereof a representative thereof) (A) posts such documents, documents or (B) provides a link thereto, on the Borrower’s (or such Parent Entity’s) website on the Internet in each case, at the website address listed on Schedule 13.2 or 5.01 (iiwhich Schedule 5.01 may be updated from time to time), (ii)(A) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request delivered by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant website (the “Platform”), if any, to which each Lender until and the Administrative Agent have access (whether a written request to cease delivering paper copies is given commercial, third-party website or whether sponsored by the Administrative Agent) or (B) on which the relevant documents are electronically mailed or otherwise transmitted to the Administrative Agent in a manner to which the Administrative Agent may reasonably agree or (iii) in respect of the items required to be delivered pursuant to Section 5.01(a), (b) and/or (j), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “▇▇▇▇▇”). Notwithstanding the foregoing, the obligations in Section 5.01(a) and (b) may instead be satisfied with respect to any relevant information of the Borrower by furnishing (i) the applicable financial statements or other information required by such clauses of Holdings (or any other Parent Company) or (ii) in the case of Sections 5.01(a) and (b), the Borrower’s or Holdings’ (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (i) and (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such 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 (2) there are material differences (in the good faith determination of the Borrower) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the Borrower extent such financial statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall notify (which may be accompanied by facsimile or electronic mail) a report and opinion with respect to the Administrative Agent financial statements of the posting applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of adjustment in such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documentsfinancial statement.

Other Information. (i) Promptly With reasonable promptness upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16request, such other information (regarding the business, properties or financial or otherwise) condition of any Consolidated Party as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from time to timerequest. Documents required to be delivered pursuant to Sections 9.1(aSection 6.01(a), 9.1(b(b) and 9.1(f)(ior (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower or any Parent Entity thereof Potlatch posts such documents, or provides a link thereto, thereto on the BorrowerPotlatch’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted posted on the Borrowers’ behalf on SyndTrak, IntraLinks 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower Potlatch shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Notwithstanding anything contained herein, in every instance Potlatch shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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.”

Other Information. (i) Promptly upon filing transmission thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q reportings or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, filings by the Borrower or any of its Subsidiaries with regulatory agencies (including the Restricted Subsidiaries shall send to SEC but excluding the holders of any publicly issued debt of HoldingsPUCT and FERC, if applicable); provided that the Borrower and/or any of the Restricted Subsidiaries in their capacity shall furnish such reports or filings as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery may reasonably request from time to the Lenders pursuant to this Agreement) time and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information or documents (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender the Required Lenders may reasonably request in writing from time to time. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(bSection 6.01(a) and 9.1(f)(ior (b) or Section 6.01(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 any Parent Entity thereof posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) website on the Internet at the website address listed on Schedule 13.2 10.02; or (ii) on which such documents are transmitted 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 electronic mail to the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each 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 timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the 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.”

Other Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports filings (including on Form 10-K, 10-Q or 8-K, but excluding any such reports that are filed in the ordinary course given the nature of the business of the Borrower and its Restricted Subsidiaries (other than such ordinary course reports that contain ) or report information that is not ordinary course)) and registration statements which Holdings (or any Parent Entity)with, the Borrower or any Restricted Subsidiary files with and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by Holdings or any of the Restricted Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the LendersAgent), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdictionS-8) and (y) copies of all financial statements, proxy statements statements, notices, and material reports that Holdings, the Borrower Holdings or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower Holdings and/or any of the Restricted Subsidiaries Subsidiaries, in their capacity as such holders holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) and, with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time; provided, that none of Holdings, the Borrower nor any other Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective contractors) is prohibited by law, or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings, such information is accompanied by 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 the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to Sections 9.1(aclauses (a), 9.1(b(b), and (g) and 9.1(f)(iof this Section 9.1 (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 earliest date on which (i) on which the Borrower or any Parent Entity thereof Holdings posts such documents, or provides a link thereto, thereto on the Borrower’s (or such Parent Entity’s) Holdings’ website on the Internet at the website address listed on Schedule 13.2 or Internet; (ii) on which such documents are transmitted by electronic mail posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent; provided that: Agent have access (A) upon written request whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at w▇▇.▇▇▇.▇▇▇; provided, that, (A) the Borrower shall shall, at the request of the Administrative Agent, continue to deliver paper copies (which delivery may be by electronic transmission ) 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 notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentson any website described in this paragraph. 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. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information.