Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015), consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, To Agent for distribution to the Administrative AgentLenders, as soon as available, but in any event within 60 45 days after the end of each Fiscal Quarter, (unaudited) consolidated and (unaudited) consolidating financial information regarding Holdings and its Subsidiaries, certified by the Chief Financial Officer or Treasurer of Holdings, including (i) unaudited balance sheets as of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015), consolidated balance sheet of the Borrower and its Subsidiaries as at the end close of such fiscal quarter, Fiscal Quarter and the related consolidated statements of income or operations, shareholder’s equity and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter; (ii) unaudited statements of income and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedFiscal Quarter, setting forth in each case setting forth in comparative form the figures for the corresponding fiscal quarter of period in the previous fiscal prior year and the corresponding portion of figures contained in the previous fiscal yearProjections for such Fiscal Year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries prepared in accordance with GAAP, GAAP (subject only to normal year-end audit adjustments adjustments); and (iii) a summary of the absence outstanding balance of footnotesall Intercompany Notes, all other intercompany loans and advances and all intercompany investments as of the last day of the Fiscal Quarter. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis, if required, and (iiB) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses the certification of the Borrower Chief Financial Officer or Treasurer of Holdings that (i) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position, results of operations and statements of cash flows of Holdings and its Subsidiaries, except on both a consolidated and consolidating basis, as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on at the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies end of such documents to Fiscal Quarter and for that portion of the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and Fiscal Year then ended, (ii) the Borrower shall notify the Administrative Agent andany other information presented is true, upon request, each Lender (by telecopier correct and complete in all material respects and that there was no Default or electronic mail) Event of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) Default in existence as of such documentstime or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Holdings shall deliver to Agent and Lenders, within 45 days after the end of each Fiscal Quarter, a management discussion and analysis as filed by Holdings with the Securities and Exchange Commission.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June September 30, 20152014), consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detaildetail (subject only to normal year-end audit adjustments and the absence of footnotes), such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (ii) showing that there were no material contingent obligations, liabilities for Taxestaxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. ; and Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event Agent within 60 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year (other than the fourth fiscal quarter of each such fiscal year) of the Borrower (commencing with the fiscal quarter ending June 30March 31, 20152012), (i) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, as filed with the SEC, (ii) a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, and (iii) consolidating balance sheets of the Unrestricted Subsidiaries on an entity basis as at the end of such fiscal quarter, and the related consolidating statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such statements described in clauses (i)-(iii) of this Section 5.2(b) to be certified by the chief executive officer or the chief financial officer of the Borrower as (iA) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesadjustments, and (iiB) showing that there were no material contingent obligations, liabilities for Taxestaxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower Borrower, its Restricted Subsidiaries, and its Unrestricted Subsidiaries, as applicable, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required , and (ii) a copy of the management discussion and analysis with respect to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so deliveredsuch financial statements; provided however, that the Borrower shall be deemed to have been delivered furnished the information required by this Section 5.2(b) if it shall have timely filed such information for public availability with the SEC and/or on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.its internet home page;

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30ended March 31, 20152010), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries (excluding, in the case of Foreign Subsidiaries, consolidating balance sheets) as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholder’s shareholders’ equity and cash flows flow for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedended (excluding (i) consolidating cash flow and (ii) in the case of Foreign Subsidiaries, consolidating statements of income or operations, shareholders’ equity and cash flow), setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the officer, chief financial officer officer, treasurer or controller of the Borrower as (i) fairly presenting, in all material respects presenting the financial condition, results of operations, shareholders’ equity and cash flows flow of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes and such consolidating statements to be certified by the chief executive officer, and (ii) showing chief financial officer, treasurer or controller of the Borrower to the effect that there were no such statements are fairly stated in all material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause Upon the earlier to be provided, to the Administrative Agent, as soon as available, but in any event within occur of (i) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Parent (commencing with the fiscal quarter ending June 30, 20152017), and (ii) following the consummation of a Qualified IPO, the filing by the Parent of its required Quarterly Report on Form 10-Q for any fiscal quarter with the SEC, the Borrower shall provide, or shall cause to be provided, to the Administrative Agent, consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the BorrowerParent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower Parent as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower Parent and its consolidated Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the financial information required by this clause (b), the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and (ii) showing that there were no material contingent obligationsresults of operations of the Parent, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except Restricted Subsidiaries as disclosed therein of the end of and adequate reserves for such items have been made fiscal quarter which financial presentation shall exclude the financial position and results of operations of the Unrestricted Subsidiaries and be certified by the chief executive officer or the chief financial officer of the Parent as fairly presenting in accordance with GAAPall material respects such consolidated financial condition and results of operations as of the end of and for such fiscal quarter. Documents required to be delivered pursuant to Section 5.2(a) ), (b), or (bd) may be delivered electronically and if so delivered, shall in any event be deemed to have been delivered for all purposes hereunder on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a governmental, commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to and the web address through which such documents may be obtained. 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 electronic mail electronic versions (i.e.the Borrower with any such request for delivery, soft copies) and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause Upon the earlier to be provided, to the Administrative Agent, as soon as available, but in any event within occur of (i) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Parent, and (commencing ii) the filing by the Parent of its required Quarterly Report on Form 10-Q for any fiscal quarter with the fiscal quarter ending June 30SEC, 2015)the Parent shall provide, or shall cause to be provided, to the Administrative Agent, consolidated balance sheet of the Borrower Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the BorrowerParent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower Parent as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower Parent and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) ), (b), or (bd) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the BorrowerParent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a governmental, commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower Parent shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Quarterly Financials. The Borrower Parent shall provide, or shall cause to be provided, to the US Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Parent (commencing with the fiscal quarter ending June 30March 31, 20152019), (i) a consolidated balance sheet of the Borrower Parent as at the end of such fiscal quarter and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter, (ii) a consolidated balance sheet of the Parent and its Restricted Subsidiaries only as at the end of such fiscal quarter and the related consolidated statements of income or operations, and cash flows for such fiscal quarter, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal quarter, quarter and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, a consolidated balance sheet of all Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal quarter and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal quarter, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), for such fiscal quarter and for the portion of the BorrowerParent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements (but not, for the avoidance of doubt, consolidating financial statements) to be certified by the chief executive officer or the chief financial officer of the Borrower Parent as (i) fairly presenting, in all material respects respects, the financial condition, results of operations, shareholders’ equity (other than shareholders’ equity with respect to Repeat Precision or the Unrestricted Subsidiaries) and cash flows of the Borrower Parent, Repeat Precision, and its Subsidiaries the Unrestricted Subsidiaries, as applicable, in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, (i) as soon as available, but available and in any event within 60 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Borrower Fiscal Year (commencing with the fiscal quarter ending June Fiscal Quarter ended September 30, 20152021), (A) the condensed consolidated balance sheet sheets of the Borrower and its Subsidiaries subsidiaries as at the end of such fiscal quarter, Fiscal Quarter and the related condensed consolidated statements of income or operations, shareholder’s equity and comprehensive income, cash flows and equity (including all required footnotes thereto) of the Borrower and its subsidiaries for such fiscal quarter Fiscal Quarter and for the portion period from the beginning of the Borrower’s fiscal year then endedcurrent Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter periods of the previous fiscal year and the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be detail and prepared by the Borrower in accordance with GAAP and certified by the chief executive officer or the chief financial officer of the Borrower as (i) that they fairly presentingpresent, in all material respects respects, the financial condition, results of operations, shareholders’ equity and cash flows condition of the Borrower and its Subsidiaries in accordance with GAAPsubsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject only to changes resulting from audit and normal year-end audit adjustments and the absence of footnotesfootnote disclosure, and (ii) showing that there were with respect to the first three Fiscal Quarters of each Fiscal Year, the management’s discussion and analysis incorporated into the Borrower’s Form 10-Q delivered for such Fiscal Quarter or, if no material contingent obligationssuch discussion and analysis has been delivered, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses a narrative report describing the operations of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves subsidiaries in the form prepared for presentation to senior management for such items have been made in accordance with GAAP. Documents required Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically the end of such Fiscal Quarter; it being understood and if so delivered, shall be deemed to have been delivered on agreed that the date on which such documents are posted on delivery of the Borrower’s behalf on an Internet or intranet websiteForm 10-Q, if anyrequired, to which each Lender and promptly following the Administrative Agent have access filing thereof with the SEC shall satisfy the delivery requirements set forth in this clause (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents subject to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and time periods set forth in this clause (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.b));

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June April 30, 20152013), (i) consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (iA) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with SEC guidelines and GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (iiB) showing that there were no material contingent obligations, liabilities for Taxestaxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with SEC guidelines and GAAP. , and (ii) a copy of the management discussion and analysis with respect to such financial statements; Documents required to be delivered pursuant to Section 5.2(a) or (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 (1) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at xxx.xxxxxxxxxxxxxxxxx.xxx or (2) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June September 30, 2015)2016, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by (including, for the chief executive officer or the chief financial officer avoidance of doubt, in a certification pursuant to Section 302 of the Borrower as (iXxxxxxxx-Xxxxx Act of 2002 filed with the Issuer’s Form 10-Q under the Exchange Act, if applicable) by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. (i) The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 45 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable, after giving effect to any extension made in compliance with Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June September 30, 2015)2018, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by the chief executive officer a Financial Officer as, to his or the chief financial officer of the Borrower as (i) her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a)(i), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b)(i) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each Fiscal Year of Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015such quarterly accounting period), the consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at the end of such fiscal quarterquarterly period and the related consolidated statement of operations for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly period, and the related consolidated statements statement of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the elapsed portion of the Borrower’s fiscal year then endedFiscal Year ended with the last day of such quarterly period, and setting forth in each case in comparative form the consolidated figures for the corresponding fiscal quarter related periods in the prior Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the previous fiscal year prior Fiscal Year, together with (a) a statement setting forth the aggregate book value of the Mortgaged Property as of the end of such quarterly period (which aggregate book value shall be determined in substantially the same manner as used to determine the aggregate book value of the Original Mortgaged Property) and the corresponding portion location of each Mortgaged Property and (b) a certificate substantially in the previous fiscal yearform of Exhibit XVII hereto, all in reasonable detail, such consolidated statements to of which shall be certified by the chief executive officer or the chief financial officer a Responsible Officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPHoldings, subject only to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and the obligations in this clause (iii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of (excluding those obligations related to the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (bMortgaged Property) may be delivered electronically satisfied with respect to financial information of Holdings and if so deliveredits consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), shall be deemed to have been delivered on as applicable, Form 10-K or 10-Q, as applicable, filed with the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)SEC; provided that: , with respect to each of clauses (iA) upon requestand (B), the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until extent such information relates to a written request parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to cease delivering paper copies is given by a parent of Holdings, on the Administrative Agent or such Lender one hand, and (ii) the Borrower shall notify information relating to Holdings and its consolidated Subsidiaries on a stand-alone basis, on the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsother hand.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but available and in any event within 60 45 days after the end of each of Fiscal Quarter, (a) the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015), consolidated balance sheet sheets of the Borrower (1) Company and its Subsidiaries and (2) Holdings and its Subsidiaries, in each case as at the end of such fiscal quarter, Fiscal Quarter and the related consolidated statements of income or operationsincome, shareholder’s stockholders’ equity and cash flows of Company and its Subsidiaries or Holdings and its Subsidiaries, as the case may be, for such fiscal quarter Fiscal Quarter and for the portion period from the beginning of the Borrower’s fiscal year then endedcurrent Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter periods of the previous fiscal year Fiscal Year and the corresponding portion of figures from the previous fiscal yearFinancial Plan for the current Fiscal Year, to the extent prepared for such Fiscal Quarter, all in reasonable detaildetail and (x) in the case of the first three Fiscal Quarters of each Fiscal Year, such consolidated statements to be certified by the chief executive officer or the chief financial officer of Company or Holdings, as the Borrower as (i) case may be, that they fairly presentingpresent, in all material respects respects, the consolidated financial condition, results condition of operations, shareholders’ equity and cash flows of the Borrower Company and its Subsidiaries in accordance with GAAPor Holdings and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject only to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes, footnotes and (iiy) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses in the case of the Borrower fourth Fiscal Quarter of each Fiscal Year, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes and (b) a narrative report in the form prepared by Company for its internal use describing the operations of Holdings and its Subsidiaries, except as disclosed therein and adequate reserves Subsidiaries for such items have been made in accordance with GAAP. Documents Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that prior to the IPO, the Governing Body of Company (or the audit committee thereof) shall monitor the preparation of the financial statements required to be delivered on a quarterly basis pursuant to Section 5.2(athis subsection 6.1(ii) or (b) may be delivered electronically and if so deliveredto the extent it deems reasonably appropriate, shall be deemed including engaging outside consultants to have been delivered on work directly with the date on which Officers of Company in connection with the preparation of such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)financial statements; provided that: further that for all periods ending on or prior to August 6, 2005, Company shall not be required to deliver the financial information described in clause (ia) upon request, the Borrower shall deliver paper copies of such documents above with respect to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender Company and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.its Subsidiaries;

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June September 30, 2015)2016, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for (in respect of the first fiscal quarter of such fiscal year) such fiscal quarter or (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by the chief executive officer a Financial Officer as, to his or the chief financial officer of the Borrower as (i) her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June 30March 31, 2015)2016, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholder’s equity and cash flows and for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements to if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC). Such consolidated financial statements shall be certified by the chief executive officer a Financial Officer as, to his or the chief financial officer of the Borrower as (i) her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year Fiscal Year, (x) unaudited consolidated and consolidating balance sheets of the Borrower (commencing with the fiscal quarter ending June 30, 2015), consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such quarter and unaudited consolidated and consolidating statements of operations, an unaudited consolidated statement of cash flows and statement of stockholders equity of the Company and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, quarter and the related (y) unaudited consolidated and consolidating statements of income or operations, shareholder’s equity and an unaudited consolidated statement of cash flows for such fiscal quarter and statement of stockholders equity of the Company and its Subsidiaries for the portion period commencing at the end of the Borrower’s fiscal year then endedprevious Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter period of the previous fiscal year and the corresponding portion of the previous fiscal yearpreceding Fiscal Year, all in reasonable detaildetail and duly certified (subject to normal yearend adjustments, provided that such consolidated statements to be certified adjustments are not material individually or in the aggregate) by the chief executive officer or the chief financial officer or treasurer of the Borrower Company as having been prepared in accordance with GAAP consistent with those applied in the most recent annual audit, together with (i) fairly presentinga certificate of said officer stating that such officer has obtained no knowledge that a Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Company has taken and proposes to take with respect thereto, (ii) a schedule in form reasonably satisfactory to the Purchaser of the computations used by the Company in determining compliance with the covenant set forth in Section 8.5(n), (iii) a schedule showing all expenditures of a capital nature in excess of $50,000 individually during such Fiscal Year, (iv) a summary report prepared by such officer, in all material respects form reasonably satisfactory to the Purchaser, comparing the information in such quarterly financial conditionstatements to the Business Plan for the Fiscal Year in which such quarter occurs, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries (v) a statement that such financial statements have been prepared in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitmentsGAAP consistently applied, or unrealized or anticipated losses in the event of any change from GAAP in the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made accounting principles used in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies preparation of such documents financial statements, a statement of reconciliation conforming such financial statements to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsGAAP.

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June March 30, 2015)2019, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by (including, for the chief executive officer or the chief financial officer avoidance of doubt, in a certification pursuant to Section 302 of the Borrower as (iXxxxxxxx-Xxxxx Act of 2002 filed with the Issuer’s Form 10-Q under the Exchange Act, if applicable) by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 30 days after the end of each fiscal quarter of the first three fiscal quarters of each fiscal year of the Borrower Borrower, (commencing with the fiscal quarter ending June 30, 2015), consolidated A) a Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter, (B) Consolidated statements of income (which will include detailed expense disclosure) of the Borrower and its Subsidiaries (including a breakdown of sales by product line for the following regions: Domestic, Canada, Europe, Latin America, China, Australia, Japan and Pacific Rim (to the extent not otherwise covered)) for such quarter and the period commencing on the first day of the fiscal year in which such quarter occurs and ending on the last day of such quarter, and the related consolidated (C) Consolidated statements of income or operations, shareholder’s equity and cash flows of the Borrower and its Subsidiaries for such fiscal quarter and for the portion period commencing on the first day of the Borrower’s fiscal year then endedin which such quarter occurs and ending on the last day of such quarter, setting forth in each the case of subclause (B) above in comparative form (excluding comparisons of products by geographic region) the corresponding figures for the prior quarter, the corresponding figures for the corresponding fiscal quarter period of the previous preceding fiscal year and the corresponding portion figures from the most recent business plan or most recent forecasts, whichever is most recent, delivered to the Lenders pursuant to Section 5.02(e) hereof and in the case of subclause (A) and (C) above in comparative form the previous fiscal yearcorresponding figures from the most recent plan or most recent forecasts, whichever is most recent, delivered to the Lenders pursuant to Section 5.02(e) hereof, all in reasonable detail, such consolidated statements detail and duly certified (subject to be certified year-end audit adjustments) by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries having been prepared in accordance with GAAP, subject only together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to normal year-end audit adjustments the nature thereof and the absence of footnotes, action that the Borrower has taken and proposes to take with respect thereto and (ii) showing that there were no material contingent obligationsa completed compliance certificate, liabilities for Taxesin substantially the form of Exhibit A to the Fifth Amendment, unusual forward duly executed by the chief financial officer or long-term commitments, or unrealized or anticipated losses chief executive officer of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents."

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters Fiscal Quarter of each fiscal year Fiscal Year (other than the last Fiscal Quarter of the Borrower (commencing with the fiscal quarter ending June 30, 2015each Fiscal Year), the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries and, after the consummation of the Spinco Assets Transfer, of Issuer and its Subsidiaries, in each case as at the end of such fiscal quarter, period and the related consolidated statements of income or operations, shareholder’s equity and cash flows of Parent and its Subsidiaries and of Issuer and its Subsidiaries, respectively, for such fiscal quarter period and for the portion period from the beginning of the Borrower’s then current Fiscal Year to the end of such fiscal year then endedperiod, reviewed by Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent or Issuer, respectively, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding figures for the corresponding fiscal quarter periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous fiscal year Fiscal Year, all in reasonable detail and certified by the chief financial officer of Parent and of Issuer that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries and of Issuer and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated; provided, that the delivery by Parent of quarterly reports on Form 10-Q of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c) with respect to Parent and its Subsidiaries) filed with the SEC no later than 45 days after the end of such Fiscal Quarter shall satisfy the requirements of this Section 5.1(a) with respect to Parent and its Subsidiaries (but not Issuer and its Subsidiaries). Following delivery of each quarterly report, the Holders will have the opportunity to review the contents of the quarterly report with members of the executive management of Parent and of Issuer, respectively, including without limitation Parent’s chief financial officer and Issuer’s chief financial officer, respectively, subject to customary confidentiality undertakings if any non-public information is requested to be presented in such meetings. Parent or Issuer, respectively, shall determine the time and location thereof and notice thereof will be provided to each Holder at least 15 Business Days in advance. Telephonic attendance will be permitted on the part of any of Parent’s or Issuer’s representatives and/or any Holder. In addition, as soon as available and in any event within 15 days of the end of each month that is not the end of a Fiscal Quarter, Parent and Issuer shall deliver to each Electing Holder (as defined below) the unaudited consolidated balance sheet of Parent and its Subsidiaries and Issuer and its Subsidiaries, respectively, as at the end of such fiscal period and the related consolidated statements of income and cash flows of Parent and its Subsidiaries and Issuer and its Subsidiaries, respectively, for such fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such fiscal period, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding portion figures for the corresponding periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous fiscal yearFiscal Year, all in reasonable detail. Following delivery of each monthly report, such consolidated statements the Electing Holders will have the opportunity to be certified by review the chief executive officer or the chief financial officer contents of the Borrower as (i) fairly presenting, in all material respects the financial condition, results monthly report with members of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.the

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30July 31, 20152014), (i) consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholder’s equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (iA) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with SEC guidelines and GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (iiB) showing that there were no material contingent obligations, liabilities for Taxestaxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with SEC guidelines and GAAP. , and (ii) a copy of the management discussion and analysis with respect to such financial statements; Documents required to be delivered pursuant to Section 5.2(a) or (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 (1) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at xxx.xxxxxxxxxxxxxxxxx.xxx or (2) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 20152017), consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholder’s 's equity and cash flows for such fiscal quarter and for the portion of the Borrower’s 's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detaildetail (subject only to normal year-end audit adjustments and the absence of footnotes), such consolidated and consolidating statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ ' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (ii) showing that there were no material contingent obligations, liabilities for Taxestaxes, unusual forward or long-term long‑term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. ; and Documents required to be delivered pursuant to Section 5.2(a) or (bSection 5.2(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s 's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30April 31, 20152012), (i) consolidated and consolidating balance sheet of the Parent, the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholder’s 's equity and cash flows for such fiscal quarter and for the portion of the Borrower’s 's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (iA) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent, the Borrower and its Subsidiaries in accordance with SEC guidelines and GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (iiB) showing that there were no material contingent obligations, liabilities for Taxestaxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Parent, the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with SEC guidelines and GAAP. , and (ii) a copy of the management discussion and analysis with respect to such financial statements; Documents required to be delivered pursuant to Section 5.2(a) or (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 (1) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at xxx.xxxxxxxxxxxxxxxxx.xxx or (2) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30Fiscal Year, 2015), consolidated a Consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such quarter, and Consolidated statements of income and cash flows of the Company and its Subsidiaries for the period commencing at the end of the previous quarter and ending with the end of such quarter, and Consolidated statements of income cash flows of the Company and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth, in each case in comparative form, the corresponding figures for the corresponding period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Responsible Officer of the Company as having been prepared in accordance with GAAP, together with a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Company has taken and proposes to take with respect thereto, together with a schedule in form reasonably satisfactory to the US Administrative Agent of the computations that would be used (if such fiscal quarter ended during a Testing Period) in determining, as of the end of such fiscal quarter, and compliance with the related consolidated statements covenant contained in Section 5.04; provided that, in the event of income or operationsany change in GAAP used in the preparation of such financial statements, shareholder’s equity and cash flows for such fiscal quarter and the Company shall also provide, if necessary for the portion determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to GAAP; and provided further that, if the Company has designated any Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly financial information required by this Section 5.03(c) shall include a reasonably detailed presentation, as determined in good faith by senior management of the Borrower’s fiscal year then endedCompany, setting forth in each case in comparative form either on the figures for the corresponding fiscal quarter face of the previous fiscal year and financial statements or in the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes thereto, and in (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward to the extent delivered or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(adelivered) or (b) may be delivered electronically “Management’s Discussion and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender Analysis Condition and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies Results of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) Operations,” of the posting financial condition and results of any such documents and, upon request, provide to operations of the Administrative Agent by electronic mail electronic versions (i.e., soft copies) Company and its Restricted Subsidiaries separate from the financial condition and results of such documentsoperations of the Unrestricted Subsidiaries.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year Fiscal Year, consolidated and consolidating balance sheets of the Borrower (Consolidated Group as of the end of such quarter and consolidated and consolidating statements of income and a consolidated statement of cash flows of the Consolidated Group for the period commencing with at the end of the previous fiscal quarter and ending June 30, 2015), consolidated balance sheet of the Borrower and its Subsidiaries as at with the end of such fiscal quarter, quarter and the related consolidated and consolidating statements of income or operations, shareholder’s equity and a consolidated statement of cash flows for such fiscal quarter and of the Consolidated Group for the portion period commencing at the end of the Borrower’s fiscal year then endedprevious Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter date or period of the previous fiscal year and the corresponding portion of the previous fiscal yearpreceding Fiscal Year, all in reasonable detail, such consolidated statements to be detail and duly certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments adjustments) by a Responsible Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that (A) such officer has individually reviewed the provisions of this Agreement; (B) a review of the activities of the Consolidated Group during such year or quarterly period, as the case may be, has been made by such officer or under such officer's supervision, with a view to determining whether the Borrower and the absence Parent have fulfilled all of footnotestheir obligations under this Agreement; and (C) to the best of such officer's knowledge, the Borrower and the Parent have observed and performed each undertaking contained in this Agreement and are not in default in the observance or performance of any of the provisions hereof or, if in default, specifying all such defaults and events of which such officer may have knowledge and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made a schedule in accordance with GAAP. Documents required form satisfactory to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored of the computations used by the Administrative Agent); Borrower in determining compliance with the covenants contained in Section 5.04, provided that: (i) upon requestthat in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall deliver paper copies also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such documents financial statements to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsGAAP.

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June 30, 2015)2019, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by the chief executive officer a Financial Officer as, to his or the chief financial officer of the Borrower as (i) her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The within two (2) Business Days after the date on which the Borrower shall providefiles or is required to file its Form 10-Q under the Exchange Act (after giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule)) (or, or shall cause if the Borrower is not required to be providedfile a Form 10-Q under the Exchange Act, to the Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three 3 fiscal quarters of each fiscal year Fiscal Year), (A) the consolidated balance sheets of the Borrower (commencing with the fiscal quarter ending June 30, 2015), consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, quarter and the related consolidated statements of income or operations, shareholder’s equity and cash flows of the Borrower for such fiscal quarter and for the portion period from the beginning of the Borrower’s then current Fiscal Year to the end of such fiscal year quarter and cash flows of such Person for the period from the beginning of the then endedcurrent Fiscal Year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for from the corresponding fiscal quarter dates and periods of the previous fiscal year and the corresponding portion of the previous fiscal yearFiscal Year, all prepared in accordance with GAAP (except that any unaudited financial statements are subject to normal year-end adjustments and may not be accompanied by footnotes) and in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer Chief Financial Officer, Controller, Chief Executive Officer or the chief financial officer Treasurer of the Borrower as (i) that they fairly presenting, present in all material respects the consolidated financial condition, condition of such Person as at the dates indicated and the results of operations, shareholders’ equity its operations and its cash flows for the periods indicated, and (B) a narrative report describing the operations of the Borrower in the form prepared for presentation to senior management for such fiscal quarter and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and for the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses period from the beginning of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves then current Fiscal Year to the end of such fiscal quarter; provided that delivery of the Borrower’s Form 10-Q for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, fiscal quarter shall be deemed to have been delivered on satisfy all of the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access requirements of this clause (whether a commercial, third-party website or whether sponsored by the Administrative Agenti); provided that: (i) upon requestprovided, further, that in lieu of delivering a hard copy of Form 10-Q hereunder, the Borrower shall deliver paper copies may transmit an electronic copy of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.document;

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but available and in any event within 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year of Fiscal Year, (a) the Borrower (commencing with the fiscal quarter ending June 30, 2015), consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such fiscal quarter, quarter and the related consolidated statements of income or operationsincome, shareholder’s stockholders' equity and cash flows of Company and its Subsidiaries for such fiscal quarter and for the portion period from the beginning of the Borrower’s then current Fiscal Year to the end of such fiscal year then endedquarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter periods of the previous fiscal year and the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer or the chief financial officer of the Borrower as (i) Company that they fairly presenting, in all material respects present the financial condition, condition of Company and its Subsidiaries as at the dates indicated and the results of operations, shareholders’ equity their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of the Borrower Company and its Subsidiaries in accordance the form prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter. Notwithstanding the foregoing, in the event that Company delivers a Quarterly Report on Form 10-Q for such fiscal quarter as filed with GAAPthe Securities and Exchange Commission to each Lender within 60 days after the end of such fiscal quarter, subject only such Form 10-Q shall satisfy all requirements of this subsection 5.1(i); PROVIDED that in the event such Form 10-Q delivered to normal yearthe Lenders shall be the Form 10-end audit adjustments Q filed with the Securities and Exchange Commission by Libbey, such Form 10-Q shall be accompanied by (i) a written certification by the absence chief executive officer, chief financial officer, controller, treasurer or assistant treasurer of footnotes, Company that the consolidated financial statements contained in such Form 10-Q are not materially different from the consolidated financial statements of Company and its Subsidiaries or (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or financial statements (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored certified by the Administrative Agent); provided that: (ichief financial officer of Company) upon request, that would otherwise be in Form 10-Q if Company were to file a Form 10-Q with the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender Securities and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.Exchange Commission;

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June September 30, 2015)2023, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by the chief executive officer a Financial Officer as, to his or the chief financial officer of the Borrower as (i) her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30Fiscal Year, 2015), consolidated a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, quarter and the related consolidated statements a Consolidated statement of income or operations, shareholder’s equity and a Consolidated statement of cash flows for such fiscal quarter of the Borrower and its Subsidiaries for the portion period commencing at the end of the Borrower’s fiscal year then endedprevious Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter date or period of the previous fiscal year and the corresponding portion of the previous fiscal yearpreceding Fiscal Year, all in reasonable detail, such consolidated statements detail and duly certified (subject to be certified normal year‑end audit adjustments) by the chief executive officer or the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries having been prepared in accordance with GAAP, subject only together with (i) a certificate of said officer (x) stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to normal year-end audit adjustments the nature thereof and the absence action that the Borrower has taken and proposes to take with respect thereto and (y) setting forth a specification of footnotesany change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Administrative Agent Lenders on the date hereof or the most recent fiscal year or period, as the case may be, (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made a schedule in accordance with GAAP. Documents required a form reasonably satisfactory to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored of the computations used by the Administrative Agent)Borrower in determining compliance with the covenants contained in Section 5.04; provided that: (i) upon requestthat in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall deliver paper copies also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such documents financial statements to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender GAAP, and (iiiii) the Borrower shall notify related consolidating financial statements reflecting the Administrative Agent and, upon request, each Lender adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (by telecopier or electronic mailif any) of the posting of any from such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.consolidated financial statements. Fifth Amended and Restated Credit Agreement

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, (a) as soon as available, but available and in any event within 60 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Borrower Fiscal Year (commencing with the fiscal quarter ending June 30Fiscal Quarter ended March 31, 20152017), (A) the condensed consolidated balance sheet sheets of the Borrower and its Subsidiaries subsidiaries as at the end of such fiscal quarter, Fiscal Quarter and the related condensed consolidated statements of income or operations, shareholder’s equity and comprehensive income, cash flows and equity (including all required footnotes thereto) of the Borrower and its subsidiaries for such fiscal quarter Fiscal Quarter and for the portion period from the beginning of the Borrower’s fiscal year then endedcurrent Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter periods of the previous fiscal year and the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be detail and prepared by the Borrower in accordance with GAAP and certified by the chief executive officer or the chief financial officer of the Borrower as (i) that they fairly presentingpresent, in all material respects respects, the financial condition, results of operations, shareholders’ equity and cash flows condition of the Borrower and its Subsidiaries in accordance with GAAPsubsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject only to changes resulting from audit and normal year-end audit adjustments and the absence of footnotesfootnote disclosure, and (iib) showing that there were with respect to the first three Fiscal Quarters of each Fiscal Year, the management’s discussion and analysis incorporated into the Borrower’s Form 10-Q delivered for such Fiscal Quarter or, if no material contingent obligationssuch discussion and analysis has been delivered, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses a narrative report describing the operations of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves subsidiaries in the form prepared for presentation to senior management for such items have been made in accordance with GAAP. Documents required Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically the end of such Fiscal Quarter; it being understood and if so delivered, shall be deemed to have been delivered on agreed that the date on which such documents are posted on delivery of the Borrower’s behalf on an Internet or intranet websiteForm 10-Q, if anyrequired, to which each Lender and promptly following the Administrative Agent have access filing thereof with the SEC shall satisfy the delivery requirements set forth in this clause (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents subject to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and time periods set forth in this clause (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.));

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but available and in any event within 60 45 days after the end of each of Fiscal Quarter (other than the first three fiscal quarters last Fiscal Quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015Fiscal Year), (a) the consolidated balance sheet and statements of stockholders' equity and cash flows of Holdings and its Subsidiaries, the consolidated balance sheet and statements of stockholders' equity and cash flows of Company and its Subsidiaries, and the consolidated balance sheet and statements of stockholders' equity and cash flows of the Canadian Borrower and its Subsidiaries as at the end of such fiscal quarterFiscal Quarter, and the related consolidated and consolidating statement of income of Holdings and its Subsidiaries (including consolidated statements of income or operationsCompany and its Subsidiaries) for such Fiscal Quarter, shareholder’s for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and for the four Fiscal Quarter period at the end of such Fiscal Quarter, ending setting forth in each case in comparative form the corresponding figures on a Pro Forma Basis, the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Holdings and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; 140 149 (iii) Year-End Financials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheet and statements of stockholders' equity and cash flows of Holdings and its Subsidiaries, the consolidated balance sheet and statements of stockholders' equity and cash flows of Company and its Subsidiaries, and the consolidated balance sheet and statements stockholders' equity and cash flows of the Canadian Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated and consolidating statement of income of Holdings and its Subsidiaries (including consolidated statements of Company and its Subsidiaries) for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedFiscal Year, setting forth in each case in comparative form the corresponding figures on a Pro Forma Basis, the corresponding figures for the corresponding fiscal quarter of the previous fiscal year Fiscal Year and the corresponding portion of figures from the previous fiscal yearFinancial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer or the chief financial officer of the Borrower as (i) Holdings that they fairly presentingpresent, in all material respects respects, the financial condition, condition of Holdings and its Subsidiaries as at the dates indicated and the results of operations, shareholders’ equity their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of the Borrower Holdings and its Subsidiaries in accordance with GAAP, subject only the form prepared for presentation to normal year-end audit adjustments and the absence of footnotessenior management for such Fiscal Year, and (iic) showing that there were in the case of such consolidated financial statements, a report thereon of KPMG Peat Marwick, LLC or other independent certified public accountants of recognized national standing selected by Holdings and Company and satisfactory to Requisite Lenders, which report shall be unqualified, shall express no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses doubts about the ability of the Borrower Holdings and its SubsidiariesSubsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed therein in such financial statements) and adequate reserves for that the examination by such items have accountants in connection with such consolidated financial statements has been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.generally accepted auditing standards;

Quarterly Financials. The Until the Borrower shall provide, or shall cause has first filed with the SEC each of its annual reports on Form 10-K and each of its quarterly reports on Form 10-Q then required to be providedfiled under Section 13 of the Exchange Act, to promptly upon the Administrative Agent, as soon as available, but in filing by the Borrower with the SEC of its report on Form 10-Q for any event Fiscal Quarter and thereafter within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (Fiscal Year commencing with the fiscal quarter ending June 30first Fiscal Quarter completed thereafter, 2015), consolidated (i) a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter, (ii) a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such fiscal quarter, and the related consolidated statements (iii) a Consolidated statement of income or operations, shareholder’s equity and a Consolidated statement of cash flows for such fiscal quarter of the Borrower and its Subsidiaries for the portion period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Borrower’s fiscal past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s good faith calculations and fairly presenting in all material respects, subject to year then endedend audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such date, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter date or period of the previous fiscal year and the corresponding portion of the previous fiscal yearpreceding Fiscal Year, all in reasonable detail, such consolidated statements to be detail and duly certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses by a Financial Officer of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have having been made prepared in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a, together with (A) in the case of financial statements for any Fiscal Quarter ended on or (b) may be delivered electronically after the Effective Date, a certificate of said officer stating that no Event of Default has occurred and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet websiteis continuing or, if anyan Event of Default has occurred and is continuing, a statement as to which each Lender the nature thereof and the Administrative Agent have access action that the Borrower has taken and proposes to take with respect thereto, and (whether B) a commercial, third-party website or whether sponsored schedule of the computations used by the Administrative Agent)Borrower in determining compliance with the covenants contained in Section 7.04; provided that: (i) upon request, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall deliver paper copies also provide a reconciliation of such documents financial statements to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsGAAP.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, (a) as soon as available, but available and in any event within 60 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Borrower Fiscal Year (commencing with the fiscal quarter ending June 30Fiscal Quarter ended March 31, 20152017), (A) the condensed consolidated balance sheet sheets of the Borrower and its Subsidiaries subsidiaries as at the end of such fiscal quarter, Fiscal Quarter and the related condensed consolidated statements of income or operations, shareholder’s equity and comprehensive income, cash flows and equity (including all required footnotes thereto) of the Borrower and its subsidiaries for such fiscal quarter Fiscal Quarter and for the portion period from the beginning of the Borrower’s fiscal year then endedcurrent Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter periods of the previous fiscal year and the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be detail and prepared by the Borrower in accordance with GAAP and certified by the chief executive officer or the chief financial officer of the Borrower as (i) that they fairly presentingpresent, in all material respects respects, the financial condition, results of operations, shareholders’ equity and cash flows condition of the Borrower and its Subsidiaries in accordance with GAAPsubsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject only to changes resulting from audit and normal year-end audit adjustments and the absence of footnotesfootnote disclosure, and (iib) showing that there were with respect to the first three Fiscal Quarters of each Fiscal Year, the management’s discussion and analysis incorporated into the Borrower’s Form 10-Q delivered for such Fiscal Quarter or, if no material contingent obligationssuch discussion and analysis has been delivered, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses a narrative report describing the operations of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves subsidiaries in the form prepared for presentation to senior management for such items have been made in accordance with GAAP. Documents required Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically the end of such Fiscal Quarter; it being CHAR1\1732468v1CHAR1\1735441v5 understood and if so delivered, shall be deemed to have been delivered on agreed that the date on which such documents are posted on delivery of the Borrower’s behalf on an Internet or intranet websiteForm 10-Q, if anyrequired, to which each Lender and promptly following the Administrative Agent have access filing thereof with the SEC shall satisfy the delivery requirements set forth in this clause (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents subject to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and time periods set forth in this clause (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.));

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30Fiscal Year, 2015), consolidated a Consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such quarter and Consolidated statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, quarter and the related consolidated statements a Consolidated statement of income or operations, shareholder’s equity and a Consolidated statement of cash flows for such fiscal quarter of the Parent and its Subsidiaries for the portion period commencing at the end of the Borrower’s fiscal year then endedprevious Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter date or period of the previous fiscal year and the corresponding portion of the previous fiscal yearpreceding Fiscal Year, all in reasonable detail, such consolidated statements to be detail and duly certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes) by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenant contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP; and as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, an internal report of the operations of the Parent and its Subsidiaries for such fiscal quarter, setting forth for each of the segments and properties of the Parent and its Subsidiaries, except as disclosed therein and adequate reserves operational figures in each case in comparative form to the budgets for such items have been made fiscal quarter and to the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored reasonable detail as requested by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015(other than the last quarter of any fiscal year), the Issuer shall deliver: (A) the consolidated balance sheet of the Borrower Reit and its Subsidiaries as at the end of such fiscal quarter, quarter and the related consolidated statements of income or operations, shareholder’s shareholders' equity and cash flows for such fiscal quarter and for the portion period from the beginning of the Borrower’s then current fiscal year then endedto the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter periods of the previous fiscal year and the corresponding portion figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to subsection 5.2(a)(4)(iv) of the previous fiscal yearthis Section 5.2, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer or the chief financial officer of the Borrower Issuer that they present fairly the consolidated financial condition of Reit and its Subsidiaries as (i) fairly presenting, in all material respects at the financial condition, dates indicated and the results of their operations, shareholders’ ' equity and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (B) a narrative report describing the operations of the Borrower Reit and its Subsidiaries in accordance with GAAP, subject only the form prepared for presentation to normal year-end audit adjustments senior management for such fiscal quarter and for the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses period from the beginning of the Borrower then current fiscal year to the end of such fiscal quarter, including a comparison to and its Subsidiaries, except as disclosed therein discussion of any variances from the corresponding periods of the previous fiscal year and adequate reserves from the financial forecast for such items have been made fiscal period contained in accordance with GAAP. Documents required to be the forecast delivered pursuant to subsections 5.2(a)(v), 5.2(a)(viii) and 5.2(b) below and (C) a schedule of the outstanding Indebtedness for borrowed money of Reit and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount (excluding original issue discount) and amount of accrued and unpaid interest with respect to each such debt issue or loan; provided, however, that so long as Reit is subject to the reporting obligations of Section 5.2(a13 or 15(d) or (bof the Exchange Act, the obligations set forth in this subsection 5.2(a)(2) may be delivered electronically and if so delivered, shall be deemed to have been delivered satisfied by delivery of Quarterly Reports on Form 10-Q filed by Reit with the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsSEC.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30ended March 31, 20152010), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries (excluding, in the case of Foreign Subsidiaries, consolidating balance sheets) as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholder’s shareholders’ equity and cash flows flow for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedended (excluding (i) consolidating cash flow and (ii) in the case of Foreign Subsidiaries, consolidating statements of income or operations, shareholders’ equity and cash flow), setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the officer, chief financial officer officer, treasurer or controller of the Borrower as (i) fairly presenting, in all material respects presenting the financial condition, results of operations, shareholders’ equity and cash flows flow of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes and such consolidating statements to be certified by the chief executive officer, and (ii) showing chief financial officer, treasurer or controller of the Borrower to the effect that there were no such statements are fairly stated in all material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.;

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June March 30, 2015)2019, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by (including, for the chief executive officer or the chief financial officer avoidance of doubt, in a certification pursuant to Section 302 of the Borrower as (iXxxxxxxx-Xxxxx Act of 2002 filed with the Issuer’s Form 10-Q under the Exchange Act, if applicable) by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements 57 required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015(other than the last fiscal quarter of any fiscal year), consolidated balance sheet of financial information regarding the Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of the Borrower, consisting of consolidated (i) unaudited balance sheets as at of the end close of such fiscal quarter, Fiscal Quarter and the related consolidated statements of income or operations, shareholder’s equity and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedFiscal Quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of period in the previous fiscal prior year and the corresponding portion of figures contained in the previous Projections for such fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries prepared in accordance with GAAP, subject only to normal year-end audit adjustments . Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Borrower that (A) such financial information presents fairly in accordance with GAAP the financial position and the absence results of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses operations of the Borrower and its Subsidiaries, on a consolidated basis as at the end of such Fiscal Quarter and for the period then ended, subject to the absence of footnotes (except as disclosed therein to the identity of the Receivables Subsidiary) and adequate reserves for to ordinary year-end audit adjustments and (B) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default in existence as of such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet websitetime or, if anyan Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to which each Lender and the Administrative Agent have access (whether a commercial, third-party website cure such Default or whether sponsored by the Administrative Agent); provided that: (i) upon requestEvent of Default. In addition, the Borrower shall deliver paper copies furnish to Lender, within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year), (y) a statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each financial covenant set forth on Annex D as of the end of and for the Rolling Period (as defined in Annex D) which ends with such fiscal quarter and (z) a management discussion and analysis that includes a comparison to budget for the fiscal year to date as of the end of such documents fiscal quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by corresponding period in the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsprior year.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30Fiscal Year, 2015), consolidated a Consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such quarter and Consolidated statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, quarter and the related consolidated statements a Consolidated statement of income or operations, shareholder’s equity and a Consolidated statement of cash flows for such fiscal quarter of the Parent and its Subsidiaries for the portion period commencing at the end of the Borrower’s fiscal year then endedprevious Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding fiscal quarter date or period of the previous fiscal year and the corresponding portion of the previous fiscal yearpreceding Fiscal Year, all in reasonable detail, such consolidated statements to be detail and duly certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes) by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP; and as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, an internal report of the operations of the Parent and its Subsidiaries for such fiscal quarter, setting forth for each of the segments and properties of the Parent and its Subsidiaries, except as disclosed therein and adequate reserves operational figures in each case in comparative form to the budgets for such items have been made fiscal quarter and to the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored reasonable detail as requested by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Quarterly Financials. The Borrower Issuer shall provide, or shall cause to be provided, deliver to the Administrative AgentTrustee, as soon as available, but in any event within 60 days, or, in the case of the fiscal quarter ending March 31, 2020, 90 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three fiscal quarters quarter of each fiscal year of the Borrower (commencing Issuer, beginning with the fiscal quarter ending June 30March 31, 2015)2020, a consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at of the end of such fiscal quarter, and the related consolidated statements of income or operationsincome, shareholder’s equity and cash flows and stockholders’ equity for such fiscal quarter and (in respect of the second, third and fourth fiscal quarters of such fiscal year) for the then-elapsed portion of the BorrowerIssuer’s fiscal year then endedyear, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of comparable period or periods in the previous fiscal year, all prepared in reasonable detailaccordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by the chief executive officer a Financial Officer as, to his or the chief financial officer of the Borrower as (i) her knowledge, fairly presenting, in all material respects respects, the consolidated financial condition, results of operations, shareholders’ equity operations and cash flows of the Borrower Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAPGAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject only to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, and (ii) showing that there were no material contingent obligationsif the Issuer or any of its Subsidiaries have made an acquisition, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made financial statements with respect to an acquired entity need not be included in accordance with GAAP. Documents the consolidated quarterly financial statements required to be delivered pursuant to this Section 5.2(a4.02(b) or (b) may until the first date upon which such quarterly financial statements are required to be so delivered electronically and if so delivered, shall be deemed to have been delivered on that is at least 90 days after the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender until a written request to cease delivering paper copies acquisition is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsconsummated.

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as As soon as available, but in any event within 60 not later than 50 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year of the Borrower (commencing with Borrower, the fiscal quarter ending June 30, 2015), unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter, quarter and the related unaudited consolidated statements of income or operations, shareholder’s equity and of cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedof the Borrower through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower a Responsible Officer as (i) being fairly presenting, stated in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, (subject only to normal year-end audit adjustments adjustments). All such financial statements, together with the notes thereto, shall be complete and the absence of footnotes, correct in all material respects and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower shall be prepared in reasonable detail and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Documents Any financial statement required to be delivered pursuant to this Section 5.2(a5.03(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents are financial statement on its website on the Internet at www.xxxxxxxxx.xxx xx when such financial statement is posted on the Borrower’s behalf SEC's website on an Internet or intranet website, if any, the internet at www.xxx.xxx; xxovided that the Borrower shall give notice of any such posting to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by who shall then give notice of any such posting to the Administrative AgentLenders); provided that: (i) upon requestprovided, further, that the Borrower shall deliver paper copies of such documents any financial statement referred to in this Section 5.03(a) to the Administrative Agent if the Administrative Agent or any Lender requests the Borrower to deliver such paper copies until a written request notice to cease delivering such paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsAgent.

Quarterly Financials. The Borrower shall provideTo Agent and Lenders, or shall cause to be provided, to the Administrative Agent, as soon as promptly upon their becoming publicly available, but in any event within 60 not later than fifty (50) days after the end of each Fiscal Quarter of Fiscal Year 2000 and forty-five (45) days after the first three fiscal quarters end of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2015)Fiscal Quarter thereafter, consolidated balance sheet of the and consolidating financial information regarding Borrower and its Subsidiaries Subsidiaries, certified by the Chief Financial Officer of Borrower, including (i) unaudited balance sheets as at of the end close of such fiscal quarter, Fiscal Quarter and the related consolidated statements of income or operations, shareholder’s equity and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedFiscal Quarter, setting forth in each case setting forth in comparative form the figures for the corresponding fiscal quarter of period in the previous fiscal prior year and the corresponding portion of figures contained in the previous fiscal yearProjections for such Fiscal Year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer or the chief financial officer of the Borrower as (i) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries prepared in accordance with GAAP, GAAP (subject only to normal year-end audit adjustments and adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate") showing the absence calculations used in determining compliance with each of footnotes, the financial covenants set forth on ANNEX G and (iiB) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses the certification of the Chief Financial Officer of Borrower that (i) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries, except on both a consolidated and consolidating basis, as disclosed therein at the end of such Fiscal Quarter and adequate reserves for the period then ended, (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default in existence as of such items have been made in accordance with GAAP. Documents required to be delivered pursuant to Section 5.2(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet websitetime or, if anya Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to which each Lender and the Administrative Agent have access (whether a commercialcure such Default or Event of Default. In addition, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies to Agent and Lenders, not later than fifty (50) days after the end of such documents each Fiscal Quarter of Fiscal Year 2000 and forty-five (45) days after the end of each Fiscal Quarter thereafter, a management discussion and analysis which includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the Administrative Agent or any Lender until a written request to cease delivering paper copies is given by corresponding period in the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) of the posting of any such documents and, upon request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.prior year;

Quarterly Financials. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but available and in any event within 60 45 days after the end of each of the first three fiscal quarters Fiscal Quarter of each fiscal year Fiscal Year (other than the last Fiscal Quarter of the Borrower (commencing with the fiscal quarter ending June 30, 2015each Fiscal Year), the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries and, after the consummation of the Spinco Assets Transfer, of Spinco and its Subsidiaries, in each case as at the end of such fiscal quarter, period and the related consolidated statements of income or operations, shareholder’s equity and cash flows of Parent and its Subsidiaries and of Spinco and its Subsidiaries, respectively, for such fiscal quarter period and for the portion period from the beginning of the Borrower’s then current Fiscal Year to the end of such fiscal year then endedperiod, reviewed by Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent or Spinco, respectively, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding figures for the corresponding fiscal quarter periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous fiscal year and the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer or the chief financial officer of the Borrower as (i) Parent and of Spinco that they fairly presentingpresent, in all material respects respects, the financial condition, results condition of operations, shareholders’ equity and cash flows of the Borrower Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) showing that there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower Spinco and its Subsidiaries, except respectively, as disclosed therein at the dates indicated and adequate reserves the results of their operations and their cash flows for such items have been made the periods indicated; provided, that the delivery by Parent of quarterly reports on Form 10-Q of Parent and its consolidated Subsidiaries (which shall include all material information contained in accordance with GAAP. Documents required to be the Officer’s Certificate delivered in connection therewith pursuant to Section 5.2(a5.1(c) with respect to Parent and its Subsidiaries) filed with the SEC no later than 45 days after the end of such Fiscal Quarter shall satisfy the requirements of this Section 5.1(a) with respect to Parent and its Subsidiaries (but not Spinco and its Subsidiaries). Following delivery of each quarterly report, the Holders will have the opportunity to review the contents of the quarterly report with members of the executive management of Parent and of Spinco, respectively, including without limitation Parent’s chief financial officer and Spinco’s chief financial officer, respectively, subject to customary confidentiality undertakings if any non-public information is requested to be presented in such meetings. Parent or (b) may be delivered electronically and if so deliveredSpinco, respectively, shall determine the time and location thereof and notice thereof will be deemed provided to have been delivered each Holder at least 15 Business Days in advance. Telephonic attendance will be permitted on the date on which such documents are posted on the Borrowerpart of any of Parent’s behalf on an Internet or intranet websiteSpinco’s representatives and/or any Holder. In addition, if any, to which each Lender as soon as available and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent or in any Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and, upon request, each Lender (by telecopier or electronic mail) event within 15 days of the posting end of any such documents and, upon request, provide to each month that is not the Administrative Agent by electronic mail electronic versions (i.e., soft copies) end of such documents.a Fiscal Quarter,