Common use of Reporting Requirements Clause in Contracts

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower shall furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (ia) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as As soon as available and in any event within 60 forty-five days after the end of each of the first three quarters of each fiscal year of the Borrower, Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and (ii) consolidated and consolidating statements of income and operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (in all material respects) with GAAPsubject to addition of notes and ordinary year-end audit adjustments), together with a certificate of said the chief financial officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiib) as As soon as available and in any event within 120 ninety days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year and the audited consolidated statements of incomeoperations, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, together with in each case accompanied by the (c) Not later than forty-five days following the end of each fiscal quarter a certificate signed by the chief financial officer of said the Borrower substantially in the form of Exhibit D hereto (the "Compliance Certificate"); (d) Not later than thirty days after the end of each fiscal year of the Borrower, the Borrower's representative forecast for the next fiscal year on a consolidated basis, including, at a minimum, projected statements of profit and loss and projected cash flow, prepared in accordance with generally accepted accounting principles consistently applied; (e) Promptly upon receipt thereof, one copy of each other report submitted to the Borrower or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary; (f) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court, arbitration tribunal or governmental regulatory authority, commission, bureau, agency or public regulatory body that, if determined adversely to the Borrower or any Subsidiary of the Borrower, would be reasonably likely to have a material adverse effect on the consolidated financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole; (g) As soon as possible, and in any event within five days after the Borrower shall know of the occurrence of any Default or Event of Default, the written statement of the chief financial officer stating that no Unmatured of the Borrower setting forth details of such Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (ivh) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as As soon as possible possible, and in any event (A) within 30 five days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect occurrence thereof, written notice as to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect event of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware that with the passage of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agenttime, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies giving of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial notice or otherwise, is reasonably likely to result in a material adverse change in the consolidated financial condition or results of operations of the Borrower or any of and its Subsidiaries taken as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically a whole; and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (ia) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as As soon as available and in any event within 60 sixty days after the end of each of the first three quarters of each fiscal year of the Borrower, Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and (ii) consolidated and consolidating statements of income and operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (in all material respects) with GAAPsubject to addition of notes and ordinary year-end audit adjustments), together with a certificate of said the chief financial officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiib) as As soon as available and in any event within 120 ninety days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year and the audited consolidated statements of incomeoperations, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, together in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certificate of said officer certification by such accountants stating that no Unmatured they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default has occurred and is continuing orif so, if an Unmatured Default or Event describing its nature, along with the related unaudited consolidating balance sheet of Default has occurred the Borrower and is continuing, a statement its Subsidiaries as to of the nature thereof end of such fiscal year and the action that unaudited consolidating statements of operations, cash flows and stockholders' equity of the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission its Subsidiaries for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year; (ivc) concurrently with Not later than sixty days following the delivery end of the financial statements referred to in clauses (ii) and (iii) above, each fiscal quarter a certificate signed by the principal executive officer and the principal chief financial officer of the Borrower (i) stating whether a Default or Event substantially in the form of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.Exhibit 7.1

Reporting Requirements. Furnish The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (ia) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as As soon as available and in any event within 60 sixty days after the end of each of the first three quarters of each fiscal year of the Borrower, Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and (ii) consolidated and consolidating statements of income and operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (in all material respects) with GAAPsubject to addition of notes and ordinary year-end audit adjustments), together with a certificate of said the chief financial officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiib) as As soon as available and in any event within 120 ninety days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year and the audited consolidated statements of incomeoperations, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, together in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certificate of said officer certification by such accountants stating that no Unmatured they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default has occurred and is continuing orif so, if an Unmatured Default or Event describing its nature, along with the related unaudited consolidating balance sheet of Default has occurred the Borrower and is continuing, a statement its Subsidiaries as to of the nature thereof end of such fiscal year and the action that unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission its Subsidiaries for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year; (ivc) concurrently with Not later than sixty days following the delivery end of the financial statements referred to in clauses (ii) and (iii) above, each fiscal quarter a certificate signed by the principal executive officer and the principal chief financial officer of the Borrower (i) stating whether a Default or Event substantially in the form of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.Exhibit 6.1

Reporting Requirements. Furnish Borrower shall furnish to each Lender and the Administrative Agent: (a) As soon as available and in any event within 45 days after the end of Borrower's fiscal quarters, consolidated and consolidating balance sheets of Borrower and its Subsidiaries as of the end of such quarter, and consolidated and consolidating statements of income, and consolidated and consolidating statements of changes in cash flow of Borrower and its Subsidiaries for the portion of the fiscal year ending with such quarter, setting forth, in comparative form, figures for the corresponding periods in the manner prescribed previous fiscal year, all in reasonable detail, and certified by an Authorized Officer as prepared in accordance with GAAP, and fairly presenting the last paragraph financial condition and results of this subsection operations of Borrower and its Subsidiaries, subject to usual year-end audit adjustments; (h):b) As soon as available and in any event within 90 days after the end of each fiscal year, consolidated and consolidating balance sheets of Borrower and its Subsidiaries as of the end of such fiscal year, and consolidated and consolidating statements of income and changes in cash flow of Borrower and its Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion of the Auditor, which opinion shall state that such financial statements were prepared in accordance with GAAP, that the examination by the Auditor in connection with such financial statements was made in accordance with generally accepted auditing standards, and that such financial statements present fairly the financial condition and results of operations of Borrower and its Subsidiaries; (c) Promptly upon receipt thereof, copies of all material reports or letters submitted to Borrower or any other Subsidiary by the Auditor or any other accountants in connection with any annual, interim, or special audit, including without limitation the comment letter submitted to management in connection with any such audit; (d) Together with each set of financial statements delivered pursuant to subsections (a) and (b) above, (i) as a Compliance Certificate executed by an Authorized Officer, 63 71 which such Compliance Certificate must (A) certify that there has occurred no Default or Event of Default, (B) compute the Applicable Margin, and (C) set forth the detailed calculations with respect to the financial covenants required by Section 7.01 hereof, and (ii) a Subscriber Report; (e) As soon as available and in any event not later than 30 days after the beginning of each fiscal year of Borrower, the annual operating and Capital Expenditure budgets of Borrower and its Subsidiaries for such fiscal year; (f) Promptly upon knowledge by Borrower, the Parent, or any Subsidiary of the Borrower of the occurrence of any Default or Event of Default, a notice from an Authorized Officer, setting forth the details of such Default or Event of Default, and the action being taken or proposed to be taken with respect thereto; (g) As soon possible and in any event within five Business Days after knowledge thereof by Borrower, the occurrence Parent or any Subsidiary of each Unmatured the Borrower, notice of any Litigation pending or threatened against Borrower, the Parent or any Subsidiary of the Borrower which, if determined adversely, could reasonably be expected to result in a judgment, penalties, or damages in excess of $1,000,000 together with a statement of an Authorized Officer describing the allegations of such Litigation, and the action being taken or proposed to be taken with respect thereto; (h) Promptly following notice or knowledge thereof by Borrower, the Parent or any Subsidiary of the Borrower, notice of any actual or threatened loss or termination of any material Authorization of Borrower or any Subsidiary, together with a statement of an Authorized Officer describing the circumstances surrounding the same, and the action being taken or proposed to be taken with respect thereto; (i) Promptly after filing or receipt thereof, copies of all reports and notices that Borrower or any Subsidiary (i) files or receives in respect of any Plan with or from the Internal Revenue Service, the PBGC, or the United States Department of Labor, or (ii) furnishes to or receives from any holders of any Debt or Contingent Liability, if in either case, any information or dispute referred to therein either causes a Default or Event of Default, or could reasonably be expected to cause or result in a Default continuing or an Event of Default; (j) Within 30 days after renewal or issuance of any hazard, public liability, flood or other insurance policy maintained by Borrower or any other Subsidiary, a copy of the binder or insurance certificate (showing Administrative Agent, on behalf of Borrower or such Subsidiary, as loss payee or additional insured, as appropriate); (k) Within 270 days after the date close of such statementeach fiscal year, a statement of the Insufficiencies of each Plan (but only if the aggregate amount of all Insufficiencies for all Plans exceeds $500,000), certified as correct by an actuary enrolled under ERISA; (l) As soon as possible and in any event within 10 days after Borrower, the Parent or any Subsidiary of the Borrower knows that any Reportable Event has occurred with respect to any Plan, a Senior Financial Officer setting forth details of such Unmatured Default or statement, signed by an Authorized Officer, describing said Reportable Event of Default and the action that which the Borrower such Person proposes to take with respect thereto; (iim) As soon as possible, and in any event within 10 days after receipt by Borrower, the Parent or any Subsidiary of the Borrower, a copy of (a) any notice or claim to the effect that Borrower or any Subsidiary is or may be liable to any Person as a result of the release by Borrower, any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by Borrower or any Subsidiary, which could reasonably be expected to, in either case, cause a Material Adverse Change; (n) As soon as available and in any event within 60 45 days after the end of each Borrower's fiscal quarters, subscriber reports for the most recently completed fiscal quarter; and (o) Promptly upon request, such other information concerning the condition or operations of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarterParent, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificateSubsidiary, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower their Affiliates, financial or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsorotherwise, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Administrative Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower will furnish to the Administrative Agent, with sufficient copies for each Lender in Lender, the manner prescribed in the last paragraph of this subsection (h):following: (i) as soon as possible promptly and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on Unmatured Default, the date of such statement, a statement of a Senior Financial Officer an authorized officer of the Borrower setting forth details of such Default or Unmatured Default or Event of Default (as the case may be) and the action that the Borrower has taken or proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower, copies of all reports on Form 10-Q filed with the Securities and Exchange Commission and, to the extent not provided in such reports, a consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and the related consolidated statements of income and cash flows changes in financial position of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer the principal financial officer, the controller, the treasurer or any assistant treasurer of the Borrower as having been prepared in accordance (in all material respects) with GAAP, together with on a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed basis consistent with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(iimost recent annual financial statements delivered pursuant to paragraph (iii) with respect to such quarterbelow except as disclosed therein; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K as filed with the Securities and Exchange Commission including the annual report for any such year shall satisfy for the Borrower’s obligation under this Section 5.1(h)(iii) with respect to Borrower and its Subsidiaries, and containing the financial statements for such yearyear certified by Deloitte & Touche or other independent public accountants of nationally recognized standing; (iv) concurrently with the delivery of the financial statements referred to specified in clauses paragraphs (ii) and (iii) above, a certificate signed by the principal executive officer and of the principal financial officer officer, the controller, the treasurer or an assistant treasurer of the Borrower (ia) stating whether a Default or Event he has any knowledge of Default has occurred and is continuing on the occurrence at any time prior to the date of such certificatecertificate of any Default or Unmatured Default not theretofore reported pursuant to the provisions of paragraph (i) of this Section except any such events that have been remedied, and if a Default or an Event of Default has then occurred and is continuingso, specifying stating the details thereof and the action that the Borrower has taken or proposes to take facts with respect thereto, and (iib) setting forth in reasonable detail calculations demonstrating compliance with a true and correct manner the calculation of the ratio and amounts contemplated by Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since 6.8 of this Agreement, as of the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the most recent financial statements accompanying such certificate, to show the Borrower’s compliance with or the status of the financial covenant contained in such Section; (v) promptly after the sending or filing thereof, copies of all reports on Form 8-K that the Borrower or any Subsidiary files with the Securities and Exchange Commission; (vi) as soon as possible and in any event (Aa) within 30 days after the Borrower or any ERISA member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower other than a Multi-employer Plan has occurred and (Bb) within 10 days after the Borrower or any member of the Controlled Group knows or has reason to know that any other ERISA Termination Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer the principal financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which that the Borrower or such ERISA Affiliate member of the Controlled Group proposes to take with respect thereto; (vivii) promptly and in any event no later than ten days after receipt thereof by the Borrower or any member of its ERISA Affiliates the Controlled Group from the PBGC PBGC, copies of each notice received by the Borrower or any such ERISA Affiliate member of the Controlled Group of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (viiviii) promptly and in any event no later than ten days after receipt thereof by the Borrower or any ERISA Affiliate member of the Borrower Controlled Group from a Multiemployer Multi-employer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate any member of the Controlled Group concerning the imposition or amount of complete or partial withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 4101 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably requestERISA; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange, as the Administrative Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; and (x) promptly and in any event within ten days after either ▇▇▇▇▇’▇ or S&P has changed its rating of any of the Index Debt, notice of such change. Documents required The Administrative Agent shall promptly furnish to be delivered each Lender a copy of each statement, report, notice or other document that the Administrative Agent receives from the Borrower pursuant to this Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents6.7.

Reporting Requirements. Furnish Furnish, or cause to each be furnished, to the Lender in , the manner prescribed in the last paragraph of this subsection (h):following: (i) as soon as possible and in any event within five Business Days promptly after becoming aware of the occurrence of each Unmatured Default or any Event of Default with respect to the Borrower continuing on the date of such statement, a the statement of a Senior Financial an Authorized Officer of the Borrower setting forth details of such Unmatured Default or Event of Default and the action that the Borrower has taken or proposes to take with respect thereto; (ii) in the event that the Borrower is no longer required to comply with the Exchange Act, as soon as available and in any event within 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower, a consolidated balance sheet sheets of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer the chief financial officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with GAAP consistently applied (in all material respects) with GAAPthe case of such statements that are unaudited, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as subject to the nature thereof year-end adjustments and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent exclusion of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterdetailed footnotes); (iii) in the event that the Borrower is no longer required to comply with the Exchange Act, as soon as available and in any event within 120 180 days after the end of each fiscal year of the Borrower, a copy of the audited annual report for such year for the Borrower and its Subsidiaries, containing consolidated balance sheet and consolidating financial statements of the Borrower and its Subsidiaries for such year (which may contain a “going concern” or like qualification) certified by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements the results of income, retained earnings their operations and their cash flows for the two-year period ending as at the end of the Borrower and its Subsidiaries for such fiscal year, together year in conformity with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoGAAP; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year;and (iv) concurrently with the delivery of the financial statements referred to specified in clauses (ii) and (iii) above, above a certificate signed by of the principal executive officer and the principal financial officer treasurer or controller of the Borrower (i) stating whether a Default or Event the Borrower has any knowledge of Default has occurred the occurrence and is continuing on continuance at the date of such certificate, and if a Default or an certificate of any Event of Default has then occurred and is continuingnot theretofore reported pursuant to the provisions of clause (i) of this subsection (g), specifying and, if so, stating the details thereof and the action that the Borrower has taken or proposes to take facts with respect thereto, . If any financial statements or report described in (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the above is due on a date of the audited that is not a Business Day, then such financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, report shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsnext succeeding Business Day.

Reporting Requirements. Furnish Heska will deliver, or cause to be delivered, to the Lender each Lender of the following, which shall be in form and detail acceptable to the Lender: (a) as soon as available, and in any event within 90 days after the end of each fiscal year of Heska, Heska’s audited financial statements with the unqualified opinion of independent certified public accountants selected by Heska and acceptable to the Lender, which annual financial statements shall include Heska’s balance sheet as at the end of such fiscal year and the related statements of Heska’s income, retained earnings and cash flows for the fiscal year then ended, prepared on a consolidating and consolidated basis to include any Affiliates, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants and (ii) a certificate of Heska’s chief financial officer stating that to the best of his knowledge such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto; (b) within 5 business days of filing with the United States Securities and Exchange Commission, a copy of each of Heska’s annual or quarterly reports on forms 10K or 10Q; (c) as soon as available and in any event within 20 days after the end of each month (or, in the manner prescribed case of months that coincide with the end of the Borrowers’ fiscal quarter, within 30 days after the end of such month), an unaudited/internal balance sheet and statement of income and retained earnings of Heska as at the end of and for such month and for the year to date period then ended, prepared on a consolidated and consolidating basis in accordance with GAAP, subject to year-end audit adjustments; and accompanied by a certificate of Heska’s chief financial officer or principal accounting officer, substantially in the last paragraph form of this subsection Exhibit B hereto, stating (i) that to the best of his knowledge such financial statements have been prepared in accordance with GAAP and fairly represent each Borrower’s financial condition and the results of its operations, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not each Borrower is in compliance with the requirements set forth in Sections 6.12, 6.13, 6.14, 6.15, and 7.10; (d) weekly, or more frequently if the Lender so requires, sales journals, collection reports, and credit memos of each Borrower; (e) Monthly within 20 days after the end of each month, agings of each Borrower’s accounts receivable and its accounts payable, an inventory certification report, and a calculation of each Borrower’s Accounts, Eligible Accounts, Inventory and Eligible Inventory as at the end of such month or shorter time period; (f) at least 30 days before the beginning of each fiscal year of Heska, the projected balance sheets and income statements for each month of such year, each in reasonable detail, representing each Borrower’s good faith projections and certified by such Borrower’s chief financial officer as being the most accurate projections available and identical to the projections used by such Borrower for internal planning purposes, together with such supporting schedules and information as the Lender may in its discretion require; (g) immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting any Borrower of the type described in Section 5.12 or which seek a monetary recovery against any Borrower in excess of $50,000; (h):) as promptly as practicable (but in any event not later than five business days) after an officer of any Borrower obtains knowledge of the occurrence of any breach, default or event of default under any Security Document or any event which constitutes a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of such Borrower of the steps being taken by such Borrower to cure the effect of such breach, default or event; (i) as soon as possible and in any event within five Business Days 30 days after any Borrower knows or has reason to know that any Reportable Event with respect to any Plan has occurred, the occurrence of each Unmatured Default or Event of Default continuing on the date statement of such statement, a statement of a Senior Financial Officer Borrower’s chief financial officer setting forth details of as to such Unmatured Default or Reportable Event of Default and the action that the which such Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation; (iij) as soon as available possible, and in any event within 60 10 days after the end of each any Borrower fails to make any quarterly contribution required with respect to any Plan under Section 412(m) of the first three quarters Internal Revenue Code of each fiscal year of 1986, as amended, the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end statement of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said Borrower’s chief financial officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement setting forth details as to the nature thereof such failure and the action that the which such Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate copy of said officer stating that no Unmatured Default or Event any notice of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as such failure required to be provided to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearPension Benefit Guaranty Corporation; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vik) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence upon knowledge thereof, notice of all actions, suits, proceedings any loss of or material damage to any Collateral or other events (A) collateral covered by the Security Documents or of any substantial adverse change in the type described Collateral or such other collateral or the prospect of payment thereof, in Section 4.1(g) each case involving a loss, damage or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)change of $50,000 of more; (xl) promptly upon their distribution, copies of all financial statements, reports and proxy statements which any Borrower shall have sent to its stockholders; (m) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, regular and periodic reports which the any Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files shall file with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; (n) promptly upon filing, copies of the state and federal tax returns and all schedules thereto of each Borrower; (o) promptly upon knowledge thereof, notice of any Borrower’s violation of any law, rule or regulation, the non-compliance with which could materially and adversely affect any Borrower’s business or its financial condition; and (xip) promptly after requestedfrom time to time, with reasonable promptness, any and all receivables schedules, collection reports, deposit records, equipment schedules, copies of invoices to account debtors, shipment documents and delivery receipts for goods sold, and such other material, reports, records or information as the Lender may request. (q) Promptly upon knowledge thereof, each Borrower will deliver to the Lender notice of any commercial tort claims it may bring against any person, including the name and address of each defendant, a summary of the facts, an estimate of such Borrower’s damages, copies of any complaint or demand letter submitted by such Borrower, and such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish So long as any Lender shall have any Commitment hereunder or the Borrower shall have any obligation to each pay any amount to the Administrative Agent or any Lender hereunder, the Borrower will, unless the Required Lenders shall otherwise consent in writing, provide to the manner prescribed in the last paragraph of this subsection (h):Administrative Agent: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (iia) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income income, retained earnings and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer the chief financial officer or the treasurer of the Borrower as having been prepared in accordance (fairly presenting in all material respects) respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the results of operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with GAAPGAAP consistently applied (for purposes hereof delivery of the Borrower’s appropriately completed Form 10-Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a certificate Compliance Certificate, in the form of said Exhibit H, of the chief financial officer or the treasurer of the Borrower (A) demonstrating and certifying compliance by the Borrower with the covenants set forth in Section 6.04 and (B) stating that no Unmatured Event of Default or Event of Default has occurred and is continuing or, if an Unmatured Event of Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower has taken and proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiib) as soon as available and in any event within 120 one hundred five (105) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as at Consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the end Administrative Agent (for purposes hereof, delivery of the Borrower’s appropriately completed Form 10-K will be sufficient in lieu of delivery of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal yearfinancial statements), together with a certificate Compliance Certificate, in the form of said Exhibit H, of the chief financial officer or the treasurer of the Borrower (A) demonstrating and certifying compliance by the Borrower with the covenants set forth in Section 6.04 and (B) stating that no Unmatured Event of Default or Event of Default has occurred and is continuing or, if an Unmatured Event of Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower has taken and proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (vc) as soon as possible and in any event within five (A5) within 30 days after any ERISA the occurrence of each Event described in clause (i) of Default and each Default known to the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredBorrower, a statement of a Senior Financial Officer describing the chief financial officer of the Borrower setting forth details of such ERISA Event of Default or Default and the action, if any, action which the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (vid) upon the Borrower obtaining knowledge of the following, the Borrower will give written notice to the Administrative Agent promptly after receipt thereof (and in any event within ten Business Days) of any of the following: (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention intent to terminate any Pension Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Pension Plan; , (viiiii) promptly after receipt thereof all notices received by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate sponsor concerning the imposition or amount of withdrawal liability in an aggregate principal the amount of at least $5,000,000 1,000,000 pursuant to Section 4202 of ERISA in respect of which and (iv) the Borrower or such any ERISA Affiliate is reasonably expected has filed or intends to be liablefile a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (viiie) promptly after requested, such documents or governmental reports or filings relating to as soon as possible and in any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; event within five (ix5) promptly days after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g5.01(e) or (B) for which the Agent, the LC Issuing Bank and Administrative Agent or the Lenders will be entitled to indemnity under Section 8.4(c)10.05; (xf) promptly as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all such proxy statements, financial statements, and material reports which that the Borrower sends to any of its public security holders (if any)holders, and copies of all regular, periodic reports and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and; (xig) promptly as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiary thereof as the Agent or the LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request; (h) from time to time and promptly upon each request, information with respect to the Borrower as a Lender may reasonably request in order to comply with the USA Patriot Act (Title III of Pub. Documents L. 107-56 (signed into law October 26, 2001); and (i) promptly, upon knowledge of any change in the Debt Rating, a certificate stating that the Debt Rating has changed with evidence of the new Debt Rating; Information required to be delivered pursuant to this Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, 6.03 shall be deemed to have been delivered if such information shall have been posted by the Borrower on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the date (i) on which website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Borrower posts such documents, or provides a link thereto, on a website on shall have notified the internet at a website address previously specified to Administrative Agent of the Agent availability of all Form 10-Q and the LendersForm 10-K reports; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant websiteprovided that, if any, to which each of requested by the Agent and each Lender has access; provided that (i) upon the request of the Administrative Agent or any Lender, the Borrower shall deliver a paper copies copy of such documents information to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Information required to be delivered pursuant to this Section 6.03 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder that have been approved by the Borrower in writing including via electronic transmission (collectively, “Informational Materials”) by posting the Informational Materials on SyndTrak Online or another similar electronic means (collectively, the “Electronic Means”) and (iib) certain prospective Lenders (“Public Lenders”) may not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower or its Affiliates or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. Lenders will assume that all Informational Materials, other than publicly available Informational Materials filed pursuant to the Exchange Act or posted on Borrower’s website, include MNPI. The Borrower hereby agrees that in the event any Informational Materials will not contain MNPI, Borrower will notify Administrative Agent in writing (except with respect to Informational Materials filed pursuant to the Exchange Act, or posted on Borrower’s website, which shall be deemed public) and the Borrower shall notify be deemed to have authorized the Administrative Agent, the Issuing Lender and the Lenders to treat such Informational Materials as not containing any MNPI (which although it may be by a facsimile sensitive and proprietary) with respect to the Borrower or electronic mailits securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Informational Materials constitute Information, such Information shall be treated as set forth in Section 10.16 hereof). Before distribution of any Informational Materials (a) to prospective Private Lenders, Borrower shall provide the Administrative Agent and each Lender with written authorization (including email) authorizing the dissemination of the posting Informational Materials and (b) to prospective Public Lenders, Borrower shall provide the Administrative Agent with written authorization (including email) authorizing the dissemination of any documents. The Agent shall have no obligation the Informational Materials and confirming, to request the delivery of, or to maintain copies ofBorrower’s knowledge, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies absence of such documentsMNPI therefrom.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (i) as soon as possible possible, and in any event within five Business Days after the occurrence of each Unmatured Default or any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of a Senior Financial Officer an authorized officer of the Borrower setting forth details of such Unmatured Event of Default or Unmatured Event of Default and the action that which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and the related consolidated statements statement of operations and comprehensive income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been each case prepared in accordance (in all material respects) with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a certificate of said an authorized officer of the Borrower stating that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as at of the end last day of such fiscal year and the related consolidated statements of operations and comprehensive income, retained earnings changes in shareholders’ equity (if applicable) and cash flows of the Borrower and its Subsidiaries for such fiscal year, certified by PricewaterhouseCoopers LLP or other certified public accountants of recognized national standing), together with a certificate of said an authorized officer of the Borrower stating that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements quarterly and annual reports referred to in clauses Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) and or (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which that the Borrower sends to its public security holders (if any)generally, and copies of all regularReports on Form 10-K, periodic and special reports10-Q or 8-K, and all registration statements and periodic or special reports, if any, which prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other governmental authority which may be substituted thereforPerson to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any national securities exchangeevent with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the ▇▇▇▇▇’▇ Rating, the Fitch Rating or the S&P Rating; and (xiviii) promptly after requested, such other information respecting the condition, operations or business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiary as the Agent or the LC Issuing Bank or any Lender Lender, through the Agent Administrative Agent, may from time to time reasonably requestrequest (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). Documents The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Event of Default or Unmatured Event of Default or (iv) is required to be delivered pursuant to Section 5.1(h)(iisatisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on the Borrower’s Internet website). Any document readily available on-line through the “Electronic Data Gathering Analysis and Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange Commission (or Section 5.1(h)(iii) may be delivered electronically and, if so deliveredany succeeding Governmental Authority), shall be deemed to have been delivered on furnished to the date (iAdministrative Agent for purposes of this Section 5.01(b) on which when the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified sends to the Administrative Agent and the Lenders; or notice (iiwhich may be by electronic mail) on which that such documents are posted on so available. Notwithstanding the Borrower’s behalf on SyndTrak or another relevant websiteforegoing, if anythe Borrower agrees that, to which each of the Agent and each Lender has access; provided that (i) upon extent requested by the request of the Administrative Agent or any Lender, the Borrower shall deliver paper copies it will continue to provide “hard copies” of such documents Communications to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Electronic Systems or a substantially similar electronic transmission system. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) the Borrower shall notify (which that such notice may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation sent to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentse-mail address.

Reporting Requirements. Furnish The Borrower will deliver, or cause to be delivered, to each Lender Bank each of the following, which shall be in form and detail reasonably acceptable to the manner prescribed in the last paragraph of this subsection (h):Required Banks: (ia) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statementavailable, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy the annual audit report of the audited consolidated Borrower and its Subsidiaries with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Agent, which annual report shall include the balance sheet sheets of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated the related statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such the fiscal yearyear then ended, prepared on a consolidated and consolidating basis, all in reasonable detail and prepared in accordance with GAAP, together with a certificate of said the chief financial officer of the Borrower, substantially in the form of Exhibit E, stating that no Unmatured such annual audit report has been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default has occurred and is continuing orhereunder and, if so, stating in reasonable detail the facts with respect thereto; (b) as soon as available and in any event on or before the applicable Quarterly Financial Statement Due Date after the end of each fiscal quarter of the Borrower, an Unmatured unaudited/internal balance sheet and statement of income, cash flow and retained earnings of the Borrower and its Subsidiaries as at the end of and for such quarter and for the year-to-date period then ended, prepared on a consolidated and consolidating basis, in reasonable detail and the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP hereof, subject to year-end audit adjustments; and accompanied by a certificate of the chief financial officer of the Borrower, substantially in the form of Exhibit F, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default has occurred hereunder not theretofore reported and is continuingremedied and, a statement as to if so, stating in reasonable detail the nature thereof and the action that the Borrower proposes to take facts with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) , and (iii) aboveall relevant facts in reasonable detail to evidence, a certificate signed and the computations as to (A) the status of the Borrower and its Subsidiaries for purposes of establishing the appropriate Eurodollar Rate Margin, Floating Rate Margin and Commitment Fee Percentage and (B) whether or not the Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 5.8 through 5.10, 6.10 and 6.15; (c) not later than thirty (30) days after the beginning of each fiscal year of the Borrower, the projected balance sheets, income statements, capital expenditures budget, and cash flow statements for the Borrower and its Subsidiaries for such year, each in reasonable detail, representing the good faith projections of the Borrower for such year, and certified by the principal executive officer and the principal chief financial officer of the Borrower as being the most accurate projections available and identical to the projections used by the Borrower and its Subsidiaries for internal planning purposes, together with such supporting schedules and information as the Agent from time to time may reasonably request; (d) immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower or any of its Subsidiaries of the type described in Section 4.6 or which (i) stating whether seek a monetary recovery against, the Borrower or any of its Subsidiaries in excess of $1,000,000; or (ii) if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. (e) as promptly as practicable (but in any event not later than five (5) Business Days) after an officer of a Borrower obtains knowledge of the occurrence of a Default or Event of Default has occurred and is continuing on the date hereunder, notice of such certificateoccurrence, and if together with a Default or an Event detailed statement by a responsible officer of Default has then occurred and is continuing, specifying the details thereof and the action that the a Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof steps being taken by the Borrower or any of its ERISA Affiliates from Subsidiaries to cure the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies effect of such documents to the Agent Default or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender Event of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.Default;

Reporting Requirements. Furnish Borrower will furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (ia) as Annual Financial Statements. As soon as possible available, and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; ninety (ii90) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2005, (i) a copy of the annual audit report of Borrower and the Subsidiaries for such fiscal year containing, on a consolidated and consolidating basis, balance sheet sheets and statements of the Borrower income, retained earnings, and its Subsidiaries cash flow as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with for the end of such quarter12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and duly audited and certified (subject by an independent certified public accountants of recognized standing acceptable to year end audit adjustments) by a Senior Financial Officer as having Lender, to the effect that such report has been prepared in accordance with GAAP and containing no material qualifications or limitations on scope; and (in all material respectsii) with GAAP, together with a certificate of said officer such independent certified public accountants to Lender (A) stating that to their knowledge no Unmatured Default or Event of Default has occurred and is continuing orcontinuing, or if an Unmatured Default or Event of in their opinion a Default has occurred and is continuing, a statement as to the nature thereof thereof, and (B) confirming the action that calculations set forth in the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterofficer's certificate delivered simultaneously therewith; (iiib) as Quarterly Financial Statements. As soon as available available, and in any event within 120 thirty (30) days after the end of each of the quarters of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet an unaudited financial report of the Borrower and its Subsidiaries as at of the end of such fiscal quarter and for the portion of the fiscal year then ended, containing, on a consolidated and consolidated consolidating basis, balance sheets and statements of income, retained earnings earnings, and cash flows flow, in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail certified by the chief financial officer of Borrower to have been prepared in accordance with GAAP and to fairly and accurately present (subject to year-end audit adjustments) the financial condition and results of operations of Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link theretoSubsidiaries, on a website on consolidated and consolidating basis, at the internet at a website address previously specified to date and for the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.periods indicated therein;

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 50 days after the end of each of the first three quarters of each fiscal year Fiscal Year of the Borrower, a consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and consolidated Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year Fiscal Year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer of the Borrower as having been prepared in accordance (with generally accepted accounting principles and certificates of a Financial Officer of the Borrower as to compliance with the terms of this Agreement and setting forth in all material respects) reasonable detail the calculations necessary to demonstrate compliance with GAAPSection 5.03, together with a certificate PROVIDED that in the event of said officer stating that no Unmatured Default or Event any change in generally accepted accounting principles used in the preparation of Default has occurred and is continuing orsuch financial statements, the Borrower shall also provide, if an Unmatured Default or Event necessary for the determination of Default has occurred and is continuingcompliance with Section 5.03, a statement as of reconciliation conforming such financial statements to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterGAAP; (iiiii) as soon as available and in any event within 120 100 days after the end of each fiscal year Fiscal Year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year Fiscal Year and consolidated Consolidated statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with a certificate in each case accompanied by an opinion acceptable to the Required Lenders by PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Required Lenders, PROVIDED that in the event of said officer stating that no Unmatured Default or Event any change in generally accepted accounting principles used in the preparation of Default has occurred and is continuing orsuch financial statements, the Borrower shall also provide, if an Unmatured Default or Event necessary for the determination of Default has occurred and is continuingcompliance with Section 5.03, a statement as of reconciliation conforming such financial statements to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearGAAP; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 five days after any ERISA Event described in clause (i) the occurrence of each Default continuing on the definition date of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredsuch statement, a statement of a Senior Financial Officer describing of the Borrower setting forth details of such ERISA Event Default and the action, if any, which action that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (xiv) promptly after the sending or filing thereof, copies of all such quarterly and annual reports and proxy statements, financial statements, and reports which solicitations that the Borrower sends to any of its public security holders (if any)securityholders, and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which reports on Form 8-K that the Borrower or any Subsidiary files with the Securities and Exchange Commission (other than reports on Form 8-K filed solely for the purpose of incorporating exhibits into a registration statement previously filed with the Securities and Exchange Commission); (v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any other governmental authority which may be substituted therefor, or with any national securities exchangeof its Subsidiaries of the type described in Section 4.01(f); and (xivi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent Agents may from time to time reasonably request. Documents The financial statements required to be delivered pursuant to Section 5.1(h)(iiclauses (i) or Section 5.1(h)(iiiand (ii) may and the reports required to be delivered electronically and, if so delivered, pursuant to clause (iv) of this Section 5.01(h) shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are same have been posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has accessSEC's website at www.▇▇▇.▇▇▇; provided ▇▇OVIDED that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents the reports referred to in clauses (i), (ii) and (iv) above to the Agent or any Lender who requests the Borrower to deliver such Lender (paper copies until a written request notice to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower shall furnish to the Bank, in each Lender case in form and substance reasonably acceptable to the manner prescribed in the last paragraph of this subsection (h):Bank: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (iia) as soon as available and in any event within 60 30 days after the end of each fiscal month, a copy of the first three quarters of each fiscal year unaudited financial statements of the BorrowerBorrower prepared in conformity with GAAP on a consistent basis (except (i) for the omission of footnotes and prior period comparative data required by GAAP and for variations from GAAP which in the aggregate are not material and (ii) that the unaudited financial statements for the month ending December 31, 2010 may be delivered on a consolidated non-GAAP historic basis consistent with financial statements delivered prior to the Clearwater Merger) consisting of a balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter month and consolidated statements of income and income, cash flows and retained earnings of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all setting forth in reasonable detail each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and duly the budgets for such period, certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiib) as soon as available and in any event within 30 days after the end of each fiscal quarter of the Borrower, a Compliance Certificate (the “Compliance Certificate”) in the form of Exhibit B attached hereto certified by a Financial Officer of the Borrower; (c) as soon as available and in any event by the 15th day of each fiscal year, a copy of the operating budget of the Borrower for the then current fiscal year, certified by a Financial Officer of the Borrower (provided that the operating budget for the fiscal year commencing January 1, 2011, may be delivered no later than February 14, 2011; (d) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audited consolidated balance sheet financial statements for such year for the Borrower prepared in conformity with GAAP, containing financial statements of the Borrower and its Subsidiaries as at the end of for such fiscal year and consolidated statements of income, retained earnings and cash flows and retained earnings, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and its Subsidiaries for such fiscal year, acceptable to the Bank together with (i) any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants; (ii) a certificate Compliance Certificate certified by a Financial Officer of said officer the Borrower; and (iii) a statement by the accounting firm performing such audit stating that no Unmatured whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default has occurred (which certificate may be limited to the extent required by accounting rules or guidelines and is continuing or, if an Unmatured internal policies of such accounting firm); (e) as soon as possible and in any event within 5 days after the Borrower becomes aware of the occurrence of any Default or Event of Default has occurred and is continuingcontinuing on the date of such statement, a statement as to of an authorized officer of the nature thereof Borrower setting forth details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (f) as soon as possible and in any event within 5 days after the Borrower becomes aware of the institution of any action or proceeding affecting the Borrower or the Plant before any court, Governmental Person or arbitrator which, if determined adversely to the Borrower or the Plant, as applicable, would materially adversely affect the performance of the Transaction Documents or which purports to affect the legality, validity or enforceability of any of the Transaction Documents, a statement of an authorized officer of the Borrower setting forth details of such action or proceeding and the action which the Borrower has taken and proposes to take with respect thereto; (g) upon preparation for recording, copies of any documents granting easements, licenses, or other similar rights benefiting or encumbering the Property; (h) upon delivery or receipt thereof, a copy of any notice required to be delivered by or to the Borrower under any Bond Document; (i) as soon as possible and in any event within 30 days after the Borrower knows or has reason to know that any Termination Event with respect to any Single Employer Plan has occurred, a statement of a Responsible Officer of the Borrower describing such Termination Event and the action, if any, that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible promptly and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly ten Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC PBGC, copies of each notice received by the Borrower or such any of its ERISA Affiliate Affiliates of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; ; (viiiii) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Single Employer Plan maintained for or covering employees of the Borrower if the present value of the accrued benefits under the Single Employer Plan exceeds its assets by an amount in excess of $1,000,000.00 and (iv) promptly and in any event within fifteen Business Days after receipt thereof by the Borrower or any of its ERISA Affiliate Affiliates from a sponsor of the Borrower from a Multiemployer Plan sponsoror from the PBGC, a copy of each notice received by the Borrower or such any of its ERISA Affiliate Affiliates concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to under Section 4202 of ERISA in respect or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of which the Borrower or such ERISA Affiliate is reasonably expected to be liableERISA; (viiij) promptly after requestedconcurrently with delivery thereof to the Trustee or any Governmental Person, such documents any report, certificate, request, statement, notice, instrument or governmental reports or filings relating opinion of counsel required to be delivered by the Borrower pursuant to any Plan as Bond Document, in each case addressed to the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably requestBank; (ixk) promptly after promptly, and any event by no later than five (5) Business Days prior to the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events date on which Cellu Tissue proposes to consummate any transaction described in clause (Aa) of the type described definition of “Clearwater Prepayment Event”, notify the Bank of Clearwater’s intent to do so and provide the Bank with copies of the relevant documentation governing such transaction or, in Section 4.1(g) or (B) for which the Agenteach case, the LC Issuing Bank and the Lenders will be entitled cause Clearwater to indemnity under Section 8.4(c)do so; (xl) promptly within five (5) Business Days after the sending or filing thereofmaking a Permitted Debt Payment, copies a certificate from a Financial Officer of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if anycertifying compliance with Section 9.7(b)(ii) or Section 9.15(a)(iv), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which as the Borrower files with the Securities and Exchange Commission or any other governmental authority which case may be substituted therefor, or with any national securities exchangebe; and (xim) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower Borrower, any other Loan Party or any of its Subsidiaries the Plant as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and consolidated statements of income income, consolidated operations, consolidated retained earnings and consolidated cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, generally accepted accounting principles together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies a copy of the Borrower’s 's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any such quarter shall be deemed to satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterfinancial statement delivery requirements; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and consolidated statements of incomeconsolidated operations, consolidated retained earnings and consolidated cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case in reasonable detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles, together with a certificate of said officer a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies a copy of the Borrower’s annual 's Annual Report on Form 10-K filed with the Securities and Exchange Commission (containing such statements) or Current Report on Form 8-K (containing such statements) for any such year shall be deemed to satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearfinancial statement delivery requirements; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (viv) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s 's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (viivi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 25,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ixvii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.1(g4.01(d) or (B) for which the Administrative Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c8.04(c); (xviii) promptly after the sending or filing thereof, copies of all such proxy information statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; (ix) such information concerning the Borrower's Year 2000 Programs as the Administrative Agent may reasonably request; and (xix) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries (including, but not limited to, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service) as the Administrative Agent or the LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish (i) Prior to each Lender in a Spin-Off, furnish to the manner prescribed in the last paragraph of this subsection (h):Lenders: (iA) as soon as possible available and in any event within five Business Days 90 days after the occurrence end of the second fiscal quarter of each Unmatured Default fiscal year of PMI, an unaudited interim condensed consolidated balance sheet of PMI and its Subsidiaries as of the end of such quarter and unaudited interim condensed consolidated statements of earnings of PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of PMI; and (B) as soon as available and in any event within 120 days after the end of each fiscal year of PMI, a copy of the consolidated financial statements for such year for PMI and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or Event other independent auditors which, as of Default continuing on the date of such statementthis Agreement, a statement are one of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;“big four” accounting firms); or (ii) in the event of a Spin-Off, furnish to the Lenders or make available on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or any successor or replacement website thereof), if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange Commission filings, if available, or by similar electronic means: (A) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the BorrowerPMI, a an unaudited interim condensed consolidated balance sheet of the Borrower PMI and its Subsidiaries as at of the end of such quarter and unaudited interim condensed consolidated statements of income and cash flows earnings of the Borrower PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent chief financial officer of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterPMI; (iiiB) as soon as available and in any event within 120 100 days after the end of each fiscal year of the BorrowerPMI, a copy of the audited consolidated balance sheet of the Borrower financial statements for such year for PMI and its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower date of this Agreement, are one of the “big four” accounting firms); and (C) all reports which PMI sends to any of its shareholders, and its Subsidiaries for such fiscal year, together with a certificate copies of said officer stating that no Unmatured Default all reports on Form 8-K (or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery any successor forms adopted by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed U.S. Securities and Exchange Commission) which PMI files with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearCommission; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 five days after any ERISA the occurrence of each Event described in clause (i) of Default and each Default, continuing on the definition date of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredsuch statement, a statement of a Senior Financial Officer describing the chief financial officer or treasurer of PMI setting forth details of such ERISA Event of Default or Default and the action, if any, action which the Borrower or such ERISA Affiliate PMI has taken and proposes to take with respect thereto; (viiv) promptly within 60 days after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies end of each notice received by the Borrower or such ERISA Affiliate fiscal quarter of PMI, a statement of the PBGC’s intention to terminate any Plan chief financial officer or treasurer of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files PMI certifying compliance with the Securities requirements of Section 5.1(b) and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchangesetting forth the relevant calculations; and (xiv) promptly after requested, such other historical information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower PMI or any of its Subsidiaries Major Subsidiary as the Agent or the LC Issuing Bank or any Lender through the Facility Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three quarters of each fiscal year of the BorrowerBorrower and its Subsidiaries, a consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and consolidated Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Responsible Officer of the Borrower as having been prepared in accordance (in all material respects) with GAAP, together with GAAP and accompanied by a certificate of said officer the Borrower's Responsible Officer stating that no Unmatured Default to the best of his or her knowledge, after due inquiry, whether any event has occurred which constitutes an Event of Default has occurred Default, and is continuing orif so, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to stating the nature thereof and the action that the Borrower proposes to take facts with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiiii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year and consolidated Consolidated statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with in each case accompanied by an opinion from a nationally or internationally recognized independent public accountants and accompanied by a certificate of said officer the Borrower's Responsible Officer stating that no Unmatured Default to the best of his or her knowledge after due inquiry, whether any event has occurred which constitutes an Event of Default has occurred Default, and is continuing orif so, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to stating the nature thereof and the action that the Borrower proposes to take facts with respect thereto; provided that delivery by ; (iii) as soon as available and in any event no later than 120 days after the Borrower to the Agent end of copies each fiscal year of the Borrower’s , an annual Form 10-K filed with report summarizing the Securities operations of the Borrower and Exchange Commission its Subsidiaries for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such past fiscal year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event within five (A5) within 30 days Business Days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan knowledge of, or should have known of, the occurrence of each Default continuing on the Borrower or any ERISA Affiliate date of the Borrower has occurredsuch statement, a statement of a Senior Financial Responsible Officer describing of the Borrower setting forth reasonable details of such ERISA Event Default and the action, if any, which action that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (v) as soon as available and in any event no later than 60 days before the end of each fiscal year, an operating budget for the fiscal year following such fiscal year then ending and on an annual basis for each fiscal year thereafter through the fiscal year in which the Maturity Date occurs and any further information or details with respect to any such budget as the Administrative Agent or any Lender may reasonably request; (vi) as soon as available and in any event no later than 60 days before the end of each fiscal year, certificates from its insurers or insurance agents evidencing that the insurance required to be in effect pursuant to Section 5.01(c) is in effect; (vii) copies of all amendments and modifications to all Material Contracts no later than twenty (20) days after such amendment or modification has been made; (viii) promptly after receipt thereof but in any event within 5 days of attaining knowledge thereof, a statement of a Responsible Officer of the Borrower advising of the potential loss of any of Material Contract; (ix) copies of all other formal written notices sent or received by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 Subsidiaries pursuant to Section 4202 of ERISA in respect of which the Borrower any Material Contract as soon as practicable after such formal written notice is sent or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)received; (x) promptly after the sending or filing commencement thereof, copies notice of (A) all such proxy statementsactions and proceedings before any court, financial statements, and reports which governmental agency or arbitrator affecting the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other of its Subsidiaries of the type described in Section 4.01(i) and (B) all actions and proceedings before any court, governmental authority which may be substituted therefor, agency or with arbitrator affecting any national securities exchange; andMaterial Contract; (xi) upon the occurrence of any ERISA Event affecting the Borrower or any ERISA Affiliate (but in no event more than 20 days after such event); a notice and description of such event; (xii) promptly after requestedthe occurrence thereof notice of: (A) any known release or threat of release of any Hazardous Materials at or from any site owned or leased by the Borrower or by any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (B) any known incurrence of any expense or loss by any governmental authority in connection with the assessment, containment or removal of any Hazardous Material for which expense or loss the Borrower or any of its Subsidiaries may be liable and which expense or loss, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (xiii) such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent Lenders may from time to time reasonably request. Documents required ; and (xiv) promptly after receipt by Borrower and/or any of its Subsidiaries, of statement of working capital with respect to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on AMPORTS Aviation Group in accordance with the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsPurchase Agreement.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (a) (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each fiscal year of the first three quarters Borrowers, the following financial statements and (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the BorrowerBorrowers, the following financial statements accompanied by an opinion thereon acceptable to the Lender by an independent accountant of national standing selected by the Borrowers and acceptable to the Lender: a consolidated balance sheet of the Borrowers and their Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flow and statement of changes in stockholders' equity of the Borrowers and their Consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP; (b) as soon as available and in any event within 7 days after the end of each month of each fiscal year of the Borrowers, a consolidated balance sheet of the Borrower Borrowers and its their Consolidated Subsidiaries as at of the end of such quarter month and a consolidated statements income statement and statement of income cash flow and cash flows statement of changes in stockholders' equity, of the Borrower Borrowers and its their Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all in reasonable detail and duly stating in comparative form the respective consolidated figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP and certified by either the chief financial officer or the chief accounting officer of the Borrowers (subject to year year-end adjustments); (c) on or before June 26, 1998, financial and cash flow projections, in form and substance satisfactory to the Lender, which may be the Budget, for the period ending September 25, 1998, with weekly (provided by the close of business each Monday) compliance updates showing actual sources and uses and line item and backup compliance with the Budget for the prior week; (d) promptly upon receipt by Borrowers, but in any event no later than 24 hours thereafter, copies of all consultants' reports, investment bankers' reports, accountants' management letters, business plans and similar documents. The Borrowers shall not be obligated to provide copies of any such documents, however, which are subject to any privilege and as to which disclosure to the Lender would cause such privilege to be waived, but if the Borrowers claim that any document is so privileged, they shall promptly provide the Lender with a letter describing the document and stating the basis for such claim of privilege; (e) copies of all proposed pleadings, motions, applications, financial information and other papers and documents to be filed or received by the Borrowers in the Chapter 11 Cases pertaining to the Loans, the Disclosure Statement or the Chapter 11 Plan, with sufficient time to permit review by Lender; (f) promptly upon their becoming available, but in any event no later than 24 hours thereafter, copies of all (i) reports, financial statements or other information delivered by the Borrowers to their shareholders generally or to the members of any creditors' committee appointed in the Chapter 11 Cases, (ii) reports, proxy statements, financial statements and other information generally distributed by the Borrowers to their creditors or the financial community in general and (iii) audit adjustmentsor other reports submitted to the Borrowers by independent accountants in connection with any annual, interim or special audit of the Borrowers; (g) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAPpromptly upon becoming aware of any Event of Default or Default, notice thereof, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a written statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with chief financial officer or the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial chief accounting officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying Borrowers setting forth the details thereof and the any action that the Borrower has with respect thereto taken or proposes contemplated to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or be taken by the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificateBorrowers; (vh) as soon as possible and promptly upon becoming aware thereof, but in any event no later than 24 hours after Borrowers learn of such event, notice of any event which the Borrowers believe in good faith is reasonably likely to have, or actually has had, a material effect on the condition (A) within 30 days after financial or otherwise), business, operation or prospects of the Borrowers or any ERISA Event described in clause of their Subsidiaries; (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes upon Borrowers becoming aware of the occurrence thereofsuch proceedings, notice of all actionslegal and arbitral proceedings, suitsand of all proceedings by or before any governmental or regulatory authority or agency, proceedings and any material development in respect of such legal or other events (A) of proceedings, against or affecting the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission Borrowers or any other governmental authority which may be substituted therefor, or with any national securities exchangeof their Subsidiaries; and (xij) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries and in such form as the Agent Lender may reasonably request, such as ad hoc intra-week or daily requests for the LC Issuing Bank Borrowers' line item cash position, cash flow forecasts or any Lender through the Agent may current payables or balance sheet information from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentstime.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 sixty days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish Borrower shall maintain a standard system of accounting established and administered in accordance with GAAP and shall cause to each Lender in be delivered to the manner prescribed in Administrative Agent (for prompt distribution by the last paragraph of this subsection (hAdministrative Agent to Lenders): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (iia) as soon as available and in any event within 60 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2014), a consolidated balance sheet of the Loan Parties and their Subsidiaries as of the end of that fiscal year and the related consolidated statements of operations, stockholders’ equity and cash flows for that fiscal year, all with accompanying notes and schedules, prepared in accordance with GAAP consistently applied and audited and reported upon by Deloitte & Touche or another firm of independent certified public accountants of similar recognized standing selected by the Borrower and acceptable to the Administrative Agent (such audit report shall be unqualified except for qualifications relating to changes in GAAP and required or approved by the Borrower’s independent certified public accountants); the financial statements filed with or furnished to the Securities and Exchange Commission by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under this reporting requirement; (b) as soon as available and in any event within 45 days after the end of each of the first three quarters quarters, of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower Loan Parties and its their Subsidiaries as at of the end of such quarter that quarter, and the related consolidated statements statement of income operations and cash flows of the Borrower Loan Parties and its their Subsidiaries for the period commencing at from the beginning of the fiscal year to the end of the previous fiscal year and ending with the end of such that quarter, all prepared in reasonable detail accordance with GAAP consistently applied, unaudited but certified to be true and duly certified (accurate, subject to year normal year-end audit adjustments) , by a Senior an Authorized Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q ; the financial statements filed with or furnished to the Securities and Exchange Commission for any quarter by the Borrower (and which are available online) shall satisfy be deemed to have been provided by the Borrower’s obligation Borrower under this Section 5.1(h)(ii) with respect to such quarterreporting requirement; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (ivc) concurrently with the delivery of the financial statements referred described in subsection (a) above, a letter signed by that firm of independent certified public accountants to the effect that, during the course of their examination, nothing came to their attention which caused them to believe that any Event of Default has occurred, or if such Event of Default has occurred, specifying the facts with respect thereto; and concurrently with the delivery of the financial statements described in clauses subsection (ii) and (iiib) above, a certificate signed by the principal executive officer Chief Executive Officer, President or Executive Vice President and the principal financial officer an Authorized Financial Officer of the Borrower (i) stating whether a Default or to the effect that having read this Agreement, and based upon an examination which they deemed sufficient to enable them to make an informed statement, there does not exist any Event of Default has occurred and is continuing on the date of or Default, or if such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change Default has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take facts with respect thereto; (vid) promptly within 90 days after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies beginning of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan fiscal year of the Borrower on or such ERISA Affiliate or after 2013, a projection, in reasonable detail and in form and substance satisfactory to have the Administrative Agent, on a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate quarterly basis, of the Borrower from a Multiemployer Plan sponsorearnings, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; cash flow, balance sheet and covenant calculations (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware with assumptions for all of the occurrence thereof, notice of all actions, suits, proceedings or other events (Aforegoing) of the type described in Section 4.1(g) or (B) Loan Parties and their Subsidiaries for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)that fiscal year; (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower will deliver, or cause to be delivered, to the Lender each Lender of the following, which shall be in form and detail acceptable to the manner prescribed in the last paragraph of this subsection (h):Lender: (ia) as soon as possible available, and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 90 days after the end of each fiscal year of the Borrower, a copy the Borrower's consolidating and consolidated audited financial statements with the unqualified opinion of the audited consolidated balance sheet of independent certified public accountants selected by the Borrower and its Subsidiaries acceptable to the Lender, which annual financial statements shall include the Borrower's balance sheet as at of the end of such fiscal year and consolidated the related statements of the Borrower's income, retained earnings and cash flows of for the Borrower fiscal year then ended, prepared, if the Lender so requests, on a consolidating and its Subsidiaries for such fiscal yearconsolidated basis to include any Subsidiaries, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants; and (ii) a certificate of said Borrower's chief financial officer stating that no Unmatured such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default has occurred and is continuing orhereunder and, if an Unmatured so, stating in reasonable detail the facts with respect thereto; (b) as soon as available and in any event within 45 days after the end of each fiscal quarter, a consolidating and consolidated unaudited balance sheet and statements of income and retained earnings of the Borrower as at the end of and for such quarter and for the year to date period then ended, prepared, on a consolidating and consolidated basis to include any Subsidiaries, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; and accompanied by a certificate of Borrower's chief financial officer, substantially in the form of EXHIBIT B hereto stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, and (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default has occurred hereunder not theretofore reported and is continuingremedied and, a statement as to if so, stating in reasonable detail the nature thereof and the action that the Borrower proposes to take facts with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (ivc) concurrently with immediately after the delivery commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower of the financial statements referred to type described in clauses Section 5.12 or which seek a monetary recovery against the Borrower in excess of One Hundred Thousand Dollars (ii$100,000.00); (d) and as promptly as practicable (iiibut in any event not later than five business days) above, a certificate signed by the principal executive officer and the principal financial after an officer of the Borrower (i) stating whether obtains knowledge of the occurrence of any breach, default or event of default under any Security Document or any event which constitutes a Default or Event of Default has occurred and is continuing on the date hereunder, notice of such certificateoccurrence, and if together with a Default or an Event detailed statement by a responsible officer of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred steps being taken by the Borrower to in Section 4.1 and, if any change has occurred, specifying cure the effect of such change on the financial statements accompanying such certificatebreach, default or event; (ve) as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Event described in clause (i) of the definition of ERISA Reportable Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a the statement of a Senior Financial Officer describing the Borrower's chief financial officer setting forth details as to such ERISA Reportable Event and the action, if any, action which the Borrower or such ERISA Affiliate proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation; (vif) promptly as soon as possible, and in any event within 10 days after receipt thereof by the Borrower or fails to make any quarterly contribution required with respect to any Plan under Section 412(m) of its ERISA Affiliates from the PBGC copies Internal Revenue Code of each notice received by 1986, as amended, the statement of the Borrower's chief financial officer setting forth details as to such failure and the action which the Borrower or proposes to take with respect thereto, together with a copy of any notice of such ERISA Affiliate of failure required to be provided to the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such PlanPension Benefit Guaranty Corporation; (viig) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence upon knowledge thereof, notice of all actions, suits, proceedings any loss of or material damage to any Collateral or other events (A) collateral covered by the Security Documents or of any substantial adverse change in any Collateral or such other collateral or the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)prospect of payment thereof; (xh) promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Borrower shall have sent to its stockholders; (i) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, regular and periodic reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files shall file with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; (j) promptly upon knowledge thereof, notice of the Borrower's violation of any law, rule or regulation, the non-compliance with which could materially and adversely affect the Borrower's business or its financial condition; and (xik) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) time, with reasonable promptness, any and all purchase agreements entered into by Borrower (whether as buyer or Section 5.1(h)(iii) may be delivered electronically andseller), if so deliveredMotor Vehicle certificates of title, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documentsMotor Vehicle lien releases, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such checks or drafts for Motor Vehicle purchases, receivables schedules, collection reports, deposit records, equipment schedules, copies of invoices to account debtors, shipment documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request receipts for deliverygoods sold, and each such other material, reports, records or information as the Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsmay request.

Reporting Requirements. Furnish The Borrower shall maintain a standard system of accounting established and administered in accordance with GAAP and shall cause to each Lender in be delivered to the manner prescribed in Administrative Agent (for prompt distribution by the last paragraph of this subsection (hAdministrative Agent to Lenders): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (iia) as soon as available and in any event within 60 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending September 30, 2022), a consolidated balance sheet of the Loan Parties and their Subsidiaries as of the end of that fiscal year and the related consolidated statements of operations, stockholders’ equity and cash flows for that fiscal year, all with accompanying notes and schedules, prepared in accordance with GAAP consistently applied and audited and reported upon by Deloitte & Touche LLP or another firm of independent certified public accountants of similar recognized standing selected by the Borrower and acceptable to the Administrative Agent (such audit report shall be unqualified except for qualifications relating to changes in GAAP and required or approved by the Borrower’s independent certified public accountants); the financial statements filed with or furnished to the Securities and Exchange Commission by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under this reporting requirement; (b) as soon as available and in any event within 45 days after the end of each of the first three quarters quarters, of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower Loan Parties and its their Subsidiaries as at of the end of such quarter that quarter, and the related consolidated statements statement of income operations and cash flows of the Borrower Loan Parties and its their Subsidiaries for the period commencing at from the beginning of the fiscal year to the end of the previous fiscal year and ending with the end of such that quarter, all prepared in reasonable detail accordance with GAAP consistently applied, unaudited but certified to be true and duly certified (accurate, subject to year normal year-end audit adjustments) , by a Senior an Authorized Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q ; the financial statements filed with or furnished to the Securities and Exchange Commission for any quarter by the Borrower (and which are available online) shall satisfy be deemed to have been provided by the Borrower’s obligation Borrower under this Section 5.1(h)(iireporting requirement; (c) (x) concurrently with the delivery of the financial statements described in subsection (a) above, to the extent such accountants issue such letters, a letter signed by that firm of independent certified public accountants to the effect that, during the course of their examination, nothing came to their attention which caused them to believe that any Event of Default has occurred, or if such Event of Default has occurred, specifying the facts with respect thereto, (y) concurrently with the delivery of the financial statements described in subsection (a) or (b) above, a certificate signed by the Chief Executive Officer, President or Executive Vice President and an Authorized Financial Officer of the Borrower to the effect that having read this Agreement, and based upon an examination which they deemed sufficient to enable them to make an informed statement, there does not exist any Event of Default or Default, or if such Event of Default or Default has occurred, specifying the facts with respect thereto and any action taken or proposed to be taken with respect thereto, and (z) concurrently with the delivery of the financial statements described in subsection (a) or (b) above, a certificate of an Authorized Financial Officer of the Borrower including, with respect to such quarterfinancial statements, any adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (iiid) within 90 days after the beginning of each fiscal year of the Borrower (commencing with the fiscal year beginning October 1, 2023, a projection, in reasonable detail and in form and substance satisfactory to the Administrative Agent, on a quarterly basis, of the earnings, cash flow, balance sheet and covenant calculations (with assumptions for all of the foregoing) of the Loan Parties and their Subsidiaries for that fiscal year; (e) promptly upon becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Borrower to its stockholders, and of all regular and periodic reports and other material (including copies of all registration statements and reports under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended) filed by the Borrower with or furnished to any securities exchange or any governmental authority or commission, except material filed with or furnished to governmental authorities or commissions relating to the development of Real Property Inventory in the ordinary course of the business of the Loan Parties and which does not relate to or disclose any Material Adverse Effect; the reports and financial statements filed with or furnished to the Securities and Exchange Commission by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under these reporting requirements; (f) as soon as available and in any event within 120 90 days after the end of the fourth quarter of each fiscal year for the Joint Ventures, a statement of earnings, assets, liabilities and net worth, indicating Borrower’s and each Loan Party’s pro rata share thereof, in the form attached as Schedule 6.1(f); (g) the following reports: within 45 days after the end of each of the first three quarters, and within 90 days after the end of each fiscal year of the BorrowerBorrower (commencing with the quarter ending December 31, 2022 and fiscal year ending September 30, 2022), a copy report which shall include the information and calculations provided for in the Compliance Certificate attached to this Agreement, which shall be in reasonable detail and in form and substance satisfactory to the Administrative Agent, with calculations indicating whether the Borrower is in compliance, as of the audited consolidated balance sheet last day of such quarterly or annual period, as the case may be, with the provisions of the financial covenants in Section 7.1 of Borrower and its Subsidiaries as at the end of such fiscal year Loan Parties (the reports furnished pursuant to this subsection (g) shall each be certified to be true and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if correct by an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies Authorized Financial Officer of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year); (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (vh) as soon as possible and in any event (A) within 30 days after the Borrower knows that any ERISA Reportable Event described in clause (i) of the definition of ERISA Event has occurred with respect to any Plan Plan, a statement, signed by an Authorized Financial Officer of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredBorrower, a statement of a Senior Financial Officer describing such ERISA said Reportable Event and the action, if any, action which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vii) promptly as soon as possible and in any event within 10 days after receipt thereof by any of the Borrower Loan Parties or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsortheir Subsidiaries, a copy of each (i) any notice received or claim to the effect that any of the Loan Parties or of their Subsidiaries is or may be liable to any Person as a result of the release by any of the Loan Parties, any of their Subsidiaries, or any other Person of any Hazardous Substance into the environment, and (ii) any notice alleging any violation of any Environmental Law or any federal, state or local health or safety law or regulation by any of the Loan Parties or any of their Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect; (j) concurrently with the quarterly financial statements described in subsection (b) above (or such later date as the Administrative Agent may agree in its sole discretion) following the end of any quarter in which there occurred an event that requires a Subsidiary that is not then a Guarantor to become a Guarantor under this Agreement (as described in Section 6.7 below) (or at any time that the Borrower may elect to cause any other Subsidiary to be a Guarantor), the Borrower shall deliver to the Administrative Agent (i) a supplemental guaranty, substantially in the form provided for in the Guarantee Agreement, executed by a duly authorized officer of such Subsidiary; (ii) a copy of the certificate of incorporation or other organizational document of such Subsidiary, certified by the secretary of state or other official of the state or other jurisdiction of its incorporation; (iii) representations and warranties from Borrower regarding such Guarantor’s formation, authority, execution, delivery, non-contravention and enforceability of the supplemental guaranty as are delivered by the Borrower or and Loan Parties at the Closing Date and (iv) such ERISA Affiliate concerning the imposition or amount other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of withdrawal liability counsel to such Person in an aggregate principal amount of at least $5,000,000 pursuant form, content and scope reasonably satisfactory to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liableAdministrative Agent; (viiik) promptly after requested, such supplements to the aforementioned documents or governmental and additional information and reports or filings relating to any Plan as the Administrative Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after require and information and documentation reasonably requested by the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission Administrative Agent or any other governmental authority which may be substituted thereforLender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, or with any national securities exchangeincluding the Patriot Act; and (xil) promptly as soon as available, but in any event within twenty (20) days after requestedthe end of each calendar month, such other information respecting the businessa Borrowing Base Certificate, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, certified by an Authorized Financial Officer of the Borrower or any Borrower, showing the calculation of its Subsidiaries the Borrowing Base and Borrowing Base Availability as of the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time last day of such month, in each case, in form and substance reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified satisfactory to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsAdministrative Agent.

Reporting Requirements. Furnish Furnish, or cause to be furnished, to the Administrative Agent, with sufficient copies for each Lender in and each Fronting Bank, the manner prescribed in the last paragraph of this subsection (h):following: (i) as soon as possible and in any event within five Business Days promptly after the occurrence of each Unmatured Default or any Event of Default continuing on Default, the date statement of an authorized officer of such statement, a statement of a Senior Financial Officer Borrower setting forth details of such Unmatured Default or Event of Default and the action that the such Borrower has taken or proposes to take with respect thereto; (ii) as soon as available and in any event within 60 50 days after the end close of each of the first three quarters of in each fiscal year of the such Borrower (other than ATSI or FES, unless then currently available for either such Borrower), a consolidated balance sheet sheets of the such Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the such Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of such Borrower and its Subsidiaries as at such date and the results of operations of such Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer the chief financial officer, treasurer, assistant treasurer or controller of such Borrower as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterGAAP consistently applied; (iii) as soon as available and in any event within 120 105 days after the end of each fiscal year of the such Borrower (other than ATSI or FES, unless then currently available for either such Borrower), a copy of the audited consolidated balance sheet of the annual report for such year for such Borrower and its Subsidiaries as at the end Subsidiaries, containing consolidated and consolidating financial statements of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such year certified in a manner acceptable to the Lenders and the Fronting Banks by PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Lenders and the Fronting Banks, together with statements of projected financial performance prepared by management for the next fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as in form satisfactory to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearAdministrative Agent; (iv) concurrently with the delivery of the financial statements referred to specified in clauses (ii) and (iii) above, above a certificate signed by the principal executive officer and the principal financial officer of the chief financial officer, treasurer, assistant treasurer or controller of such Borrower (iA) stating whether a Default or Event he has any knowledge of Default has occurred and is continuing on the occurrence at any time prior to the date of such certificate, and if a Default or certificate of an Event of Default has then occurred not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Event of Default, except Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and is continuingremedied, specifying and, if so, stating the details thereof and the action that the Borrower has taken or proposes to take facts with respect thereto, and (iiB) setting forth in reasonable detail calculations demonstrating compliance with a true and correct manner, the calculation of the ratios contemplated by Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since 5.02 hereof, as of the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenants contained in Section 5.02 hereof; (v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event (A) within 30 days after such Borrower or any ERISA member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after such Borrower or any member of the Controlled Group knows or has reason to know that any other ERISA Termination Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer the chief financial officer of such Borrower describing such ERISA Termination Event and the action, if any, which the that such Borrower or such ERISA Affiliate member of the Controlled Group, as the case may be, proposes to take with respect thereto; (vivii) promptly and in any event within two Business Days after receipt thereof by the such Borrower or any member of its ERISA Affiliates the Controlled Group from the PBGC PBGC, copies of each notice received by the such Borrower or any such ERISA Affiliate member of the Controlled Group of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (viiviii) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (ix) promptly and in any event within five Business Days after receipt thereof by the such Borrower or any ERISA Affiliate member of the Borrower Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the such Borrower or such ERISA Affiliate any member of the Controlled Group concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)ERISA; (x) promptly and in any event within five Business Days after the sending ▇▇▇▇▇’▇ or filing thereofS&P has changed any relevant Reference Rating, copies notice of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchangechange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the such Borrower or any of its Subsidiaries Subsidiaries, including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the SEC or any national securities exchange, as the Administrative Agent or the LC Issuing any Fronting Bank or any Lender (through the Agent Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish Until the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement are paid in full, and all outstanding Letters of Credit, including the Nicaragua Letters of Credit, are terminated or cash secured to each Lender’s satisfaction, the Credit Parties will furnish to Lender the following in the manner prescribed in the last paragraph of this subsection (h):Proper Form: (ia) as As soon as possible available, and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; thirty (ii30) as soon as available and in any event within 60 days after the end of each of month, the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter month and the related consolidated and consolidating statements of operations, consolidated statements of stockholders’ equity and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such month and for the period commencing at from the beginning of the then current fiscal year of Borrower to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and ending with the end of such quarteryear, all in reasonable detail and duly certified detail, together with (subject to year end audit adjustmentsi) by a Senior Financial Officer as having been prepared in accordance (certificate from the chief financial officer of Borrower, certifying that such financial statements fairly present, in all material respects) with GAAP, together with a certificate the financial condition of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower 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 (ii) any other operating reports prepared by management for such period. (b) Together with each delivery of financial statements of ▇▇▇▇▇▇▇▇ and each other Credit Party pursuant to Section 15(a) hereof and Sections 9(a) and 9(b) of the Loan Agreement, (i) a summary of the accounts receivable aging report of each Credit Party as of the end of such fiscal year period, and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and a summary of accounts payable aging report of each Credit Party as of the end of such period. (iiic) aboveWithin ten (10) days of the end of each month, a certificate signed report showing ▇▇▇▇▇▇▇▇’s consolidated actual cash flow for the month and for the period from the beginning of the fiscal year through the end of the month and consolidated projected cash flow for the immediately succeeding six-month period. (d) Within ten (10) days of the end of each month, an accounts payable listing and aging, along with copies of all additional liens or claims made by any account creditors. (e) Within ten (10) days of the principal executive officer end of each month, a budget (the “Budget”) of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties (the “Budgeted Expenses”) expected to be paid during the next succeeding month and supporting documentation for those expenses and expenditures, as well as a reconciliation of such amounts to the amounts provided pursuant to Section 10(c) hereof. Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc. (f) On Monday of each week, a report showing ▇▇▇▇▇▇▇▇’s consolidated projected cash flow for the immediately succeeding thirteen (13)-week period. (g) As received, the Credit Parties shall promptly provide to Lender all information related in any way to their ability to raise additional capital, including sale and capital raise materials and other expressions of interest, and other information reasonably requested by ▇▇▇▇▇▇. (h) As received, the Credit Parties shall promptly provide to Lender copies of any agreement or engagement letter with an oil and gas divestiture firm, all written purchase bids, purchase agreements, and farm-in proposals related in any way to the prospective sale of any of the Rockies Properties and the principal financial officer Texas Properties and shall promptly inform Lender of the Borrower any unwritten offers or bids. (i) stating whether a Default As received, the Credit Parties shall promptly provide to Lender copies of any term sheets or Event financing proposals received that would result in the repayment of Default has occurred and is continuing all or any portion of the outstanding amount owed on the date Revolving Note. (j) Within ten (10) days of the end of each month, a notice to Lender indicating whether any Credit Party obtained production from any of its Properties and an identification of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;Properties. (vk) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (iNotwithstanding the provisions of Section 9(h) of the definition of ERISA Event with respect to any Plan Loan Agreement, within fifty (50) days of the Borrower or any ERISA Affiliate end of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, each month for which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or production is obtained from any of its ERISA Affiliates Properties, a production report, on a lease-by-lease or unit basis, showing the gross proceeds from the PBGC copies sale of each notice received by oil, gas, and associated hydrocarbons produced from the Borrower Properties, the quantity of oil, gas, and associated hydrocarbons sold, the severance, gross production, occupation, or such ERISA Affiliate gathering taxes deducted from or paid out of the PBGC’s intention to terminate proceeds, settlements of any Plan Hedge Transactions, the cash lease operating expenses, including non-recurring cash operating expenses, intangible drilling costs, and capital expenditures, general and administrative expenses, the number of ▇▇▇▇▇ operated, drilled, or abandoned, the name, address, telephone number, and contact of the Borrower or first purchaser of production for all of the Properties, and such ERISA Affiliate or to have a trustee appointed to administer any such Plan;other information as Lender may reasonably request. (viil) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan other information as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower shall deliver, or cause to each Lender be delivered (by email in accordance with section 13.08), the manner prescribed in following financial and other information to the last paragraph of this subsection (h):Agent at the times indicated below: (ia) as soon as possible and in any event quarterly, within forty-five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii45) as soon as available and in any event within 60 days after the end of each Fiscal Quarter (or in the case of the first three quarters last Fiscal Quarter in each Fiscal Year, ninety (90) days thereafter): (i) the Interim Financial Statements in respect of each fiscal year such Fiscal Quarter accompanied by management discussion and analysis; (ii) a Compliance Certificate in respect of such Fiscal Quarter certified by the BorrowerPresident, a consolidated balance sheet Chief Financial Officer or other senior officer of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower acceptable to the Agent in the form of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;Exhibit "F" attached hereto; and (iii) as soon as available a variance analysis providing explanations for variances between actual results for such Fiscal Quarter and the projections contained in any event the most recent Annual Business Plan presented to the Agent and Lenders; (b) annually, within 120 ninety (90) days after the end of each fiscal year Fiscal Year: (i) the Year-End Financial Statements in respect of the Borrowersuch Fiscal Year, accompanied by management discussion and analysis and a copy of the audited consolidated balance sheet Borrower's auditor's letter to management; (ii) a Compliance Certificate in respect of such Fiscal Year certified by the President, Chief Financial Officer or other senior officer of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower acceptable to the Agent in the form of copies of Exhibit "F" attached hereto; (iii) a variance analysis providing explanations for variances between actual results for such Fiscal Year and the Borrower’s annual Form 10-K filed with projections contained in the Securities most recent Annual Business Plan presented to the Agent and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year;Lenders; and (iv) concurrently with a calculation of Excess Cash Flow in respect of such Fiscal Year; (c) annually, not later than sixty (60) days after the delivery commencement of each Fiscal Year, the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer consolidated annual business plan of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of for such certificateFiscal Year, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA including projections in respect of which profit and loss, balance sheet, cash flow, Capital Expenditures and financial covenant calculations set out in this Agreement, including disclosure of all material assumptions utilized (the Borrower or such ERISA Affiliate is reasonably expected to be liable;"Annual Business Plan"); and (viiid) promptly after requested, such additional information and documents or governmental reports or filings relating to any Plan as the Agent Lenders or the LC Issuing Bank or any Lender through the Agent may reasonably require from time to time to ensure the ongoing compliance by the Companies with the terms and conditions of this Agreement, in form reasonably request; (ix) promptly after acceptable to the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which Lenders and the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Borrower shall provide to each Lender the Administrative Agent, in sufficient copies for distribution by the manner prescribed in the last paragraph of this subsection (h):Administrative Agent to all Lenders: (ia) as soon as possible available, and in any event case within five Business Days after the occurrence 90 days of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of beginning with fiscal year 2007, the audited consolidated balance sheet annual financial statements of the Borrower and its Consolidated Subsidiaries audited and reported on in accordance with GAAP consistently applied (except as otherwise discussed in the notes to such financial statements), with the opinion thereon of internationally recognized independent public accountants, which financial statements shall present fairly in accordance with GAAP the financial condition of the Borrower and its Consolidated Subsidiaries as at the end of such the relevant fiscal year and consolidated statements the results of income, retained earnings and cash flows the operations of the Borrower and its Consolidated Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery for so long as the Borrower files a Form 10-K with the Securities and Exchange Commission, the furnishing by the Borrower to the Administrative Agent of copies of the Borrower’s annual such Form 10-K filed with for each fiscal year of the Securities and Exchange Commission for any year Borrower shall satisfy the Borrower’s obligation under to provide the financial statements contemplated in this Section 5.1(h)(iii) with respect to such yearclause (a); (ivb) as soon as available, and in any case within 45 days of the end of each of the first three fiscal quarters of each year, beginning with the fiscal quarter ending on June 30, 2007, the unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries in respect of such fiscal quarter prepared in accordance with GAAP, consistently applied (except as otherwise discussed in the notes to such financial statements), which financial statements shall present fairly in accordance with GAAP (subject to absence of footnotes), the financial condition of the Borrower and its Consolidated Subsidiaries as at the end of the relevant fiscal quarter of each fiscal year and the results of the operations of the Borrower and its Consolidated Subsidiaries for such fiscal quarter; provided that for so long as the Borrower files a Form 10-Q with the Securities and Exchange Commission, the furnishing by the Borrower to the Administrative Agent of such Form 10-Q for each fiscal quarter of the Borrower shall satisfy the Borrower’s obligation to provide the financial statements contemplated in this clause (b); (c) no later than March 31 of each year, updated financial projections of the Borrower for each three-year period beginning on January 1 of each fiscal year commencing with such projections for the period starting on January 1, 2008, substantially in the same format previously delivered to the Lenders; (d) concurrently with the delivery of the financial statements referred pursuant to in clauses (iia) and (iiib) above, a certificate signed by the principal executive officer and the principal financial officer of a Responsible Officer of the Borrower substantially in the form of Exhibit G, (i) stating whether a Default or Event of Default has occurred and is continuing on certifying that, to the date best of such certificateResponsible Officer’s knowledge, and no Default then exists or, if a any Default or an Event of Default has then occurred and is continuingexists, specifying the details nature and period of existence thereof and the what action that the Borrower has been taken or proposes is proposed to take be taken with respect thereto, and (ii) setting forth in reasonable detail providing all information and calculations demonstrating necessary for determining compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to covenants contained in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate7.1; (ve) as soon as possible copies of such other financial reports filed by any Loan Party with any Governmental Authority (including any Mexican or other securities exchange) and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which are publicly available which the Borrower or such ERISA Affiliate proposes to take with respect thereto; Administrative Agent (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent Administrative Agent) may from time to time reasonably request; provided that the information will be furnished in Spanish unless information is provided publicly in English; (ixf) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower becomes aware obtains knowledge of any Default or Event of Default, a certificate signed by a Responsible Officer of the occurrence Borrower, describing such Default or Event of Default and the steps that the Borrower proposes to take in connection therewith; (g) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, notice of all actionsany litigation, suitsclaim, proceedings investigation, arbitration or other events proceeding pending or, to such Responsible Officer’s knowledge, threatened in writing against any Loan Party: (Ai) that could give rise to a Lien on any of the type described in Section 4.1(g) its Properties, other than Permitted Liens, or (Bii) for which the Agent, the LC Issuing Bank and the Lenders will that could reasonably be entitled expected to indemnity under Section 8.4(c)have a Material Adverse Effect; (xh) promptly (and, in any event, within five Business Days) after a Responsible Officer of the sending or filing Borrower obtains knowledge thereof, copies notice of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may event or development that could reasonably be substituted therefor, or expected to have a Material Adverse Effect and the actions proposed to be taken with any national securities exchangerespect thereto; and (xii) promptly after requestedfrom time to time, as soon as reasonably practicable, such other information respecting with respect to the businessLoan Parties, properties, results of operations, prospects, revenues, condition the Loan Documents and/or the transactions contemplated hereby or operations, financial thereby as any Lender (through the Administrative Agent) or otherwise, the Administrative Agent may reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or any another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably requestsecurities) (each, a “Public Lender”). Documents required The Borrower hereby agrees that (i) all Borrower Materials that are to be delivered pursuant made available to Section 5.1(h)(iiPublic Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered on authorized the date (i) on which Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified its respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Lenders; or (ii) Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each a portion of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsPlatform not designated “Public Investor.”

Reporting Requirements. Furnish The Borrower shall deliver, or shall cause to be delivered, to the Administrative Agent with sufficient copies of each Lender in for the manner prescribed in the last paragraph of this subsection (h):Lenders: (ia) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Annual Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as Statements. As soon as available and in any event within 60 120 days after the end of each of the first three quarters of each fiscal year of WCA Corp., the audited consolidated statements of income, stockholders' equity, and cash flows of WCA Corp. and its Consolidated Subsidiaries (including the Borrower) for such fiscal year, a and the related audited consolidated balance sheet sheets of the Borrower WCA Corp. and its Consolidated Subsidiaries (including the Borrower) as at the end of such quarter fiscal year, and setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by the related opinion of independent public accountants of recognized national standing acceptable to the Administrative Agent which opinion shall state that said financial statements fairly present the consolidated statements financial condition and results of income and cash flows operations of the Borrower WCA Corp. and its Consolidated Subsidiaries for (including the period commencing Borrower) as at the end of the previous of, and for, such fiscal year and ending with the end of that such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having financial statements have been prepared in accordance (in all material respects) with GAAP, together except for such changes in such principles with which the independent public accountants shall have concurred and such opinion shall not contain a "going concern" or like qualification or exception, and a certificate of said officer such accountants stating that that, in making the examination necessary for their opinion, they obtained no Unmatured Default or Event knowledge, except as specifically stated, of Default has occurred and is continuing orany Default. In addition, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the BorrowerWaste Corporation, a copy unaudited consolidating, statements of the audited consolidated balance sheet income, stockholders equity, and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, and the related unaudited consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year year, and consolidated setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidating financial condition and results of income, retained earnings and cash flows operations of the Borrower and its Consolidated Subsidiaries for as at the end of, and for, such fiscal year, together with a certificate of said officer stating and that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower prepared in accordance with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsGAAP.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h): Administrative Agent: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 50 days after the end of each of the first three quarters of each fiscal year of the BorrowerParent, a consolidated balance sheet and consolidating (showing each direct Subsidiary of the Borrower Parent) balance sheets of the Parent and its Consolidated Subsidiaries as at of the end of such quarter quarter, consolidated and consolidated consolidating (showing each direct Subsidiary of the Parent) statements of income income, cash flow and cash flows retained earnings of the Borrower Parent and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate consolidated balance sheets of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and retained earnings of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with respect thereto; provided that delivery the end of such quarter, each certified by the Borrower to the Agent of copies chief financial officer of the Borrower’s Quarterly Report on Form 10-Q filed with , or such other officer of the Securities and Exchange Commission for any quarter shall satisfy Borrower acceptable to the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; Administrative Agent; (iiiii) as soon as available and in any event within 120 days after the end of each fiscal year of the BorrowerParent, a copy of the audited annual report for such year for the Parent and its Consolidated Subsidiaries, containing consolidated balance sheet financial statements for such year, certified by Arthur Andersen & Co. or another ▇▇▇▇▇nally recognized firm of independent public accountants, and a copy of the unaudited consolidating (showing each direct Subsidiary of the Parent) financial statements of the Parent and its Consolidated Subsidiaries and the consolidated financial statements of the Borrower and its Consolidated Subsidiaries for such year; (iii) as at soon as available and in any event within 50 days after the end of such each of the first three quarters of each fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such within 120 days after the end of the fiscal yearyear of the Borrower, together with a certificate of said the chief financial officer of the Borrower, or such other officer of the Borrower or Parent acceptable to the Administrative Agent, (A) demonstrating, in reasonable detail and with supporting calculations, compliance with the financial covenants set forth in Section 5.02(a) hereof and (B) stating that no Unmatured Default or Event of Default has occurred and is continuing orno event that, if with the giving of notice or lapse of time or both, will constitute an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default or such event has then occurred and is continuing, specifying the a statement setting forth details thereof of such Event of Default or event and the action that the Borrower has taken or and proposes to take with respect thereto; (iv) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the Parent and within 120 days after the end of the fiscal year of the Parent, a certificate of the chief financial officer of the Parent, or such other officer of the Parent acceptable to the Administrative Agent, (iiA) setting forth demonstrating, in reasonable detail calculations demonstrating compliance with Section 5.2(f) detail, the calculation of the Parent's Capitalization Ratio as of the last day of such fiscal period and (iiiB) stating whether that the Parent is not in default in the performance or observance of any change term, covenant or agreement contained in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; Support Agreement; (v) as soon as possible and in any event (A) within 30 five days after any ERISA the occurrence of each Event described in clause (i) of Default and each event that, with the definition giving of ERISA notice or lapse of time or both, would constitute an Event with respect to any Plan of Default, continuing on the Borrower or any ERISA Affiliate date of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredsuch statement, a statement of a Senior Financial Officer describing the chief financial officer of the Borrower, or such ERISA other officer of the Borrower acceptable to the Administrative Agent, setting forth details of such Event of Default or event and the action, if any, which actions that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; ; (vi) promptly as soon as possible and in any event within five days after the commencement of litigation against the Borrower or any of its Material Consolidated Subsidiaries, or the receipt thereof of a notice of default by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or Material Consolidated Subsidiaries, that could reasonably be expected to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by material adverse effect on the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereofits Material Consolidated Subsidiaries, notice of all actions, suits, proceedings such litigation or other events (A) notice of default describing in reasonable detail the type described in Section 4.1(g) facts and circumstances concerning such litigation or (B) for which the Agent, the LC Issuing Bank default and the Lenders will be entitled to indemnity under Section 8.4(c); Borrower's or such Material Consolidated Subsidiary's proposed actions in connection therewith; (xvii) promptly after the sending or filing thereof, copies of all such proxy statementsannual, financial statementsquarterly or current reports on Forms 10-K, 10-Q or 8-K (or any successor forms thereto) and reports which registration statements (other than any registration statement on Form S-8 and any registration statement in connection with a dividend reinvestment plan) that the Parent or the Borrower sends to its public security holders (if any), and copies or any other Consolidated Subsidiary of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower Parent files with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or any other governmental authority which may be substituted thereforthe Exchange Act, or with any national securities exchange; and and (xiviii) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Parent, the Utility, the Borrower or any of its the Parent's other Material Consolidated Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish United Rentals will provide to each Lender in the manner prescribed in Buyer the last paragraph of this subsection (h):following: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the BorrowerUnited Rentals, a consolidated balance sheet sheets of the Borrower United Rentals and its Subsidiaries as at of the end of such quarter and consolidated statements of income and cash flows retained earnings of the Borrower United Rentals and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to chief financial officer of United Rentals. Notwithstanding the Agent foregoing, in the event the due date for delivery of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) such financials is waived or extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such quartertime each of Scotia Capital, PNC, BTMU, ST and, BMO and TD are Revolving Credit Lenders (as defined in the Credit Agreement) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; (iiiii) as soon as available and in any event within 120 90 days after the end of each fiscal year of the BorrowerUnited Rentals, a copy of the audited consolidated balance sheet of the Borrower annual report for such year for United Rentals and its Subsidiaries as at Subsidiaries, containing financial statements for such year audited by Ernst & Young or other independent public accountants of recognized national standing. Notwithstanding the end foregoing, in the event the due date for delivery of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default financials is waived or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such yeartime each of Scotia Capital, PNC, BTMU, ST and, BMO and TD are Revolving Credit Lenders (as defined in the Credit Agreement) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; (iii) notice of the termination of the Credit Agreement by the lenders thereunder as soon as reasonably practicable, but in any event within one (1) Business Day of the earlier of receipt by the Collection Agent or the Originator of notice of such termination and the effectiveness of such termination; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event within five (A5) within 30 days after any ERISA the occurrence of each Event described in clause (i) of the definition Termination or Incipient Event of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredTermination, a statement of a Senior Financial Officer describing the chief financial officer or treasurer of United Rentals setting forth details of such ERISA Event of Termination or Incipient Event of Termination and the action, if any, which action that the Borrower or such ERISA Affiliate Originator has taken and proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (xv) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower that United Rentals sends to any of its public security holders (if any)securityholders, and copies of all regular, periodic reports and special reports, and all registration statements and periodic that United Rentals or special reports, if any, which the Borrower any Subsidiary files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.;

Reporting Requirements. Furnish to the Administrative Agent (which will distribute to each Lender in the manner prescribed in the last paragraph of this subsection (hLender): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 50 days after the end of each of the first three (3) fiscal quarters of each fiscal year the Borrower and its Subsidiaries and 90 days after the end of the Borrowerfourth fiscal quarter of the Borrower and its Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Restatement Effective Date, a consolidated balance sheet sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements the results of income operations and cash flows of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the period commencing at most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent, subject to normal year‑end adjustments; provided that to the extent GAAP requires the MLP and its subsidiaries to be consolidated with the Borrower and its Subsidiaries, the stand‑alone consolidated financial statements of the MLP and its Subsidiaries for the first three (3) fiscal quarters of the MLP shall be delivered within 55 days after the end of such fiscal quarters and within 95 days after the end of the previous fourth fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies quarter of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterMLP; (iiiii) as soon as available available, and in any event within 120 90 days after the end of each fiscal year Fiscal Year of the BorrowerBorrower and its Subsidiaries, a copy of the audited consolidated balance sheet sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Administrative Agent (which opinion shall be without (A) a going concern or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification that relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03); (A) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 6.01(a), a certificate of an Authorized Officer of the Borrower in the form of Exhibit E (1) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action that the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (2) attaching a schedule showing all Dispositions subject to Section 6.02(c)(ii)(I) during such period and since the Restatement Effective Date and the calculations specified in Section 6.02(f) (for fiscal year end reporting only) and Section 6.03(b); (B) as soon as available and in any event within ten (10) days after the end of each calendar month at any time that the Test Period is a calendar month, (or within five (5) Business Days after each Friday at any time that the Test Period is a calendar week), a certificate of an authorized officer of the Borrower in the form of Exhibit E (A) stating no Default or Event of Default has occurred during the relevant Test Period, or, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Borrower and its Subsidiaries propose to take or have taken with respect thereto, and (B) showing the Borrower’s compliance with the covenants set forth in Sections 6.03(a) and (c), as applicable; and (iv) as soon as available and in any event not later than 60 days after the end of each Fiscal Year, financial projections consisting of consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries, prepared on a quarterly basis and otherwise in form and substance satisfactory to the Administrative Agent, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries and prepared on an annual basis for the next two (2) Fiscal Years thereafter, all such fiscal yearfinancial projections to be reasonable, together to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (v) promptly after submission to any Governmental Authority, all material documents and information furnished to such Governmental Authority in connection with a certificate any investigation of said officer stating that no Unmatured Default or any Loan Party; (vi) as soon as possible, and in any event within three (3) Business Days after the occurrence of an Event of Default has occurred and is continuing or, if an Unmatured or Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default has occurred and is continuing, or Default or other event or development having a statement as to the nature thereof Material Adverse Effect and the action that the Borrower affected Loan Party proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (ivvii) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (vA) as soon as possible and in any event (A) within 30 10 days after any Loan Party or any ERISA Event described in clause Affiliate thereof knows or has reason to know (i1) of the definition of ERISA that any Reportable Event with respect to any Employee Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and occurred, (B2) within 10 days after that any other ERISA Termination Event with respect to any Employee Plan has occurred, or (3) that the failure to meet the minimum funding standards of Section 412 of the Borrower Code or any ERISA Affiliate that an application has been made to the Secretary of the Borrower has occurredTreasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of a Senior Financial an Authorized Officer describing of the Borrower setting forth the details of such ERISA Event occurrence and the action, if any, which the Borrower that such Loan Party or such ERISA Affiliate proposes to take with respect thereto; , (viB) promptly and in any event within three (3) days after receipt thereof by the Borrower any Loan Party or any of its ERISA Affiliates Affiliate thereof from the PBGC PBGC, copies of each notice received by the Borrower any Loan Party or such any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; , (viiC) promptly and in any event within ten (10) days after the filing thereof with the Internal Revenue Service if requested by the Administrative Agent or any Lender, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within three (3) days after receipt thereof by the Borrower any Loan Party or any ERISA Affiliate thereof from a sponsor of the Borrower from a Multiemployer Plan sponsoror from the PBGC, a copy of each notice received by the Borrower any Loan Party or such any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (F) promptly and in respect any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof sends notice of which the Borrower a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate is reasonably expected to be liablethereof; (viii) promptly after requestedthe commencement thereof but in any event not later than five (5) days after service of process with respect thereto on, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any Lender through the Agent may from time arbitrator which could reasonably be expected to time reasonably requesthave a Material Adverse Effect; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, reports and reports which the Borrower other information any Loan Party sends to any holders of its public security holders Indebtedness or its securities or files with the SEC or any national (if any)domestic or foreign) securities exchange; (x) promptly upon receipt thereof, and copies of all regularfinancial reports (including, periodic and special reportswithout limitation, and all registration statements and periodic or special reportsmanagement letters), if any, which the Borrower files with the Securities and Exchange Commission or submitted to any other governmental authority which may be substituted therefor, or Loan Party by its auditors in connection with any national securities exchangeannual or interim audit of the books thereof; and (xi) promptly after requestedupon request, such other information respecting concerning the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Loan Party as the Administrative Agent or the LC Issuing Bank or any Lender (through the Agent Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish The Guarantor will furnish to each Lender in of the manner prescribed in the last paragraph of this subsection (h):Banks: (ia) as soon as possible and in any event within five Business Days days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer an authorized financial officer of the Borrower or the Guarantor, as the case may be, setting forth the details of such Unmatured Default or Event of Default and the action that actions, if any, which the Borrower or the Guarantor has taken and proposes to take with respect thereto; (iib) as soon as available and in any event within not later than 60 days after the end of each of the first three quarters of each fiscal year of the BorrowerGuarantor, a consolidated the Consolidated and consolidating balance sheet sheets of the Borrower Guarantor and its Subsidiaries as at of the end of such quarter (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and consolidated the Consolidated and consolidating statements of income and cash flows flow statements of the Borrower Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarterquarter (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer an authorized financial officer of the Guarantor as having been prepared in accordance (in all material respects) with GAAPgenerally accepted accounting principles, together with a certificate of said officer (i) stating that he has no Unmatured Default or Event of knowledge that a Default has occurred and is continuing occurred, or, if an Unmatured Default or Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that action, if any, which the Borrower Guarantor proposes to take with respect thereto; provided that delivery by , and (ii) showing in detail the Borrower to the Agent calculation supporting such statement in respect of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter7.01; (iiic) as soon as available and in any event within not later than 120 days after the end of each fiscal year of the BorrowerGuarantor, a copy of the audited consolidated annual audit report for such year for the Guarantor and its Subsidiaries, including therein Consolidated and consolidating balance sheet sheets of the Borrower Guarantor and its Subsidiaries as at of the end of such fiscal year (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and consolidated Consolidated and consolidating statements of income, retained earnings income and cash flows flow statements of the Borrower Guarantor and its Subsidiaries for such fiscal yearyear (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), in each case prepared in accordance with generally accepted accounting principles and certified by KPMG Peat Marwick or other independent certified public accountants of recognized standing acceptable to the Majority Banks, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as such accounting firm to the nature thereof Banks (i) stating that, in the course of the regular audit of the business of the Guarantor and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained (d) promptly after the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent end of each fiscal quarter, copies of all proxy material, reports and other information which the Borrower’s annual Form 10-K filed Guarantor sends to any of its security holders, and copies of all reports and registration statements which the Guarantor or any Subsidiary of the Guarantor files with the Securities and Exchange Commission for or any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearnational securities exchange; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (ve) as soon as possible and in any event (Ai) within 30 days Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any Plan of has occurred and (ii) within 10 Business Days after the Borrower Guarantor or any ERISA Affiliate of the Borrower Guarantor knows or has occurred and (B) within 10 days after reason to know that any other ERISA Termination Event with respect to any Plan of the Borrower has occurred or any ERISA Affiliate of the Borrower has occurredis reasonably expected to occur, a statement of a Senior Financial Officer the chief financial officer or chief accounting officer of the Guarantor describing such ERISA Termination Event and the action, if any, which the Borrower Guarantor or such ERISA Affiliate of the Guarantor proposes to take with respect thereto; (vif) promptly after receipt thereof by the Borrower Guarantor or any ERISA Affiliate of its ERISA Affiliates from the PBGC Guarantor, copies of each notice received by the Borrower Guarantor or such any ERISA Affiliate of the PBGC’s Guarantor from the PBGC stating its intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (viig) within 30 days following request therefor by any Bank, copies of each Schedule B (Actuarial Information) to each annual report (Form 5500 Series) of the Guarantor or any ERISA Affiliate of the Guarantor with respect to each Plan; (h) promptly after receipt thereof by the Borrower Guarantor or any ERISA Affiliate of the Borrower Guarantor from the sponsor of a Multiemployer Plan sponsorPlan, a copy of each notice received by the Borrower Guarantor or such any ERISA Affiliate of the Guarantor concerning (i) the imposition of a Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower incurred, or such ERISA Affiliate is reasonably expected to be liableincurred, by the Guarantor or any ERISA Affiliate of the Guarantor in connection with any event described in clause (i), (ii) or (iii) above; (viiii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware it has knowledge of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) any material litigation pending or threatened against it which could reasonably be expected to cause a material adverse change in the financial condition of the type described in Section 4.1(g) Borrower, the Guarantor, or any Subsidiary, or (B) for the occurrence of any other contingency which could reasonably be expected to cause a material adverse change in the Agentfinancial condition of the Borrower, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission Guarantor or any other governmental authority which may be substituted therefor, or with any national securities exchangeSubsidiary; and (xij) promptly after requested, such other information respecting the business, business or properties, results of operations, prospects, revenues, or the condition or operations, financial or otherwise, of the Borrower or the Guarantor or any of its their Subsidiaries as the Agent or the LC Issuing any Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as As soon as possible available, but in no event later than 120 days after the end of each fiscal year of the Borrower occurring during the term hereof, annual consolidated financial statements of the Borrower, prepared in accordance with GAAP consistently applied and in a format that demonstrates any event within five Business Days after accounting or formatting change that may be required by the occurrence various jurisdictions in which the business of each Unmatured Default or Event of Default continuing on the date Borrower is conducted (to the extent not inconsistent with GAAP). Such financial statements shall: (i) be audited by independent certified public accountants selected by the Borrower and acceptable to Lender; (ii) be accompanied by a report of such statementaccountants containing an certified opinion, without qualification, thereon acceptable to Lender; (iii) be prepared in reasonable detail, and in comparative form; and (iv) include a balance sheet, a statement of income, a Senior Financial Officer setting forth details statement of such Unmatured Default stockholders’, members’ or Event partner’s equity, a statement of Default cash flows, and the action that the Borrower proposes to take with respect theretoall notes and schedules relating thereto and any management letter; (ii) Beginning with the first (1st) month following the Completion Date, as soon as available and in any event within 60 30 days after the end of each of the first three quarters of each fiscal year of the Borrowermonth, a consolidated balance sheet sheets of the Borrower and its Subsidiaries as at of the end of such quarter month and consolidated statements statement of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said an authorized officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as As soon as available and but in any no event within 120 later than 30 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower occurring during the term hereof, unaudited quarterly consolidated financial statements of the Borrower, in each case prepared in accordance with GAAP consistently applied (except for the omission of footnotes and for the effect of normal year-end audit adjustments) and in a format that demonstrates any accounting or formatting change that may be required by various jurisdictions in which the business of the Borrower is conducted (to the extent not inconsistent with GAAP). Each of such financial statements shall (i) be prepared in reasonable detail and in comparative form, including a comparison of actual performance to the budget for such quarter and year-to-date, delivered to Lender under Subsection 5.01(c)(vi) below, and (ii) include a balance sheet, a statement of income for such quarter and for the period year-to-date, and such other quarterly statements as Lender may specifically request which quarterly statements shall include any and all supplements thereto. Such quarterly statements shall be certified by an authorized officer of the Borrower, and be accompanied by a Compliance Certificate which: (A) states that no Event of Default, and no event or condition that but for the passage of time, the giving of notice or both would constitute an Event of Default, has occurred or is in existence; and (B) shows in detail satisfactory to the Lender the calculation of, and the Borrower’ compliance with, each of the covenants contained in Sections 5.01(d), 5.01(e), 5.01(f), and 5.01(g); (iv) promptly upon the Lender’s request therefor, copies of all reports and notices which the Borrower or any of its subsidiaries files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Borrower or any its subsidiary receives from such Corporation; (v) notwithstanding the foregoing Section 5.01(c)(iv), provide to Lender within 30 days after it becomes aware of the occurrence of any Reportable Event (as defined in Section 4043 of ERISA) applicable to the Borrower or any of its Subsidiaries, a statement describing such Reportable Event and the actions it proposes to take in response to such Reportable Event; (vi) by November 1 of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet an annual (with monthly break out) operating and capital assets budget of the Borrower and its Subsidiaries as at for the end of such immediately succeeding fiscal year and consolidated statements of incomecontaining, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal yearamong other things, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the pro forma financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer forecasts for all planned lines of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Planbusiness; (vii) promptly as soon as available but in any event not more than 30 days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy end of each notice received month, production reports for the immediately preceding calendar month setting forth corn inputs, ethanol output, DDGS output, natural gas usage and CO2 output, together with such additional production information as requested by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liableLender; (viii) promptly after requestedpromptly, such documents upon the occurrence of an Event of Default or governmental reports an event or filings relating to any Plan as condition that but for the Agent passage of time or the LC Issuing Bank giving of notice or any Lender through the Agent may from time to time reasonably requestboth would constitute an Event of Default, notice of such Event of Default or event; (ix) promptly after the receipt thereof, a copy of any management letters or written reports submitted to the Borrower becomes aware by its independent certified public accountants with respect to the business, financial condition or operation of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)Borrower; (x) promptly after the sending receipt thereof, a copy of any notice of default under any Long-Term Marketing Agreement; (xi) furnish to the Lender, promptly after transmittal or filing thereofthereof by the Borrower, copies of all such proxy statements, financial statements, notices and reports which the Borrower sends as it shall send to its public security holders (if any), members and copies of all regular, periodic and special reports, registration statements (without exhibits) and all registration statements and periodic or special reports, if any, reports which the Borrower it files with the Securities and Exchange Commission (or any other governmental authority which may be substituted thereforbody or agency succeeding to the functions of the Securities and Exchange Commission), and promptly after the receipt thereof by the Borrower, copies of all management letters or similar documents submitted to the Borrower by independent certified public accountants in connection with each annual and any national securities exchange; andinterim audit of the accounts of the Borrower or of the Borrower and any of its Subsidiaries. (xixii) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries respective subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii; (xiii) promptly after the commencement thereof, notice of the commencement of all actions, suits, or Section 5.1(h)(iii) may be delivered electronically andproceedings before any court, arbitrator, or government department, commission, board, bureau, agency, or instrumentality affecting the Borrower or any of its subsidiaries which, if so delivereddetermined adversely, shall be deemed to could have been delivered a Material Adverse Effect on the date (i) on which any of the Borrower posts such documentsor its subsidiaries; (xiv) without limiting the provisions of Section 5.01(c)(xiii) above, promptly after receipt thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or provides any other communication alleging a link thereto, on a website on condition that may require the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent Borrower or any Lenderof its subsidiaries to undertake or to contribute to a cleanup or other response under all laws relating to environmental protection, the Borrower shall deliver paper copies or which seek penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery oflaws, or which claim personal injury or property damage to maintain copies of, the documents referred to above any person as a result of environmental factors or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.conditions;

Reporting Requirements. Furnish The Borrower will provide the following to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as soon as possible within the earlier of two weeks following completion or 270 calendar days after fiscal year end, or, if the audited financial statements of the City of Angleton and in any event the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared) are not available within five Business Days 270 calendar days after fiscal year end, within the occurrence two weeks following completion of each Unmatured such audited financial statements, the audited financial statements of the City of Angleton and the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared), (B) an annually updated special assessment plan for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (C), upon request of the Lender, a certification from an Authorized Officer of the Borrower addressed to the Lender stating that (1) neither a Default or nor an Event of Default has occurred which was continuing at the end of such Fiscal Year or on the date of such statementcertification, a statement of a Senior Financial Officer setting forth details or, if such an event has occurred and was continuing at the end of such Unmatured Default Fiscal Year or Event on the date of Default such certification, indicating the nature of such event and the action that which the Borrower proposes to take with respect theretothereto and (2) the representations and warranties of the Borrower contained in this Agreement and in each of the other Related Documents are true and correct on and as of the date of such certification as though made on and as of such date; (ii) as soon as available and in any event within 60 thirty (30) days after of fiscal year end (A) the end of each annual budget of the first three quarters Angleton Public Improvement District and the Tomball Public Improvement Districts, (B) the Annual Certification of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries Assessed Value for the period commencing at Angleton Public Improvement District and the end Tomball Public Improvement Districts, and (c) a parcel listing of the previous fiscal year and ending all completed homes with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof Angleton Public Improvement District and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterTomball Public Improvement Districts; (iii) as soon as available and in any event within 120 days promptly after the end of each fiscal year of process has been served on the Borrower, the Borrower will provide to the Lender written notice of any action, suit or proceeding before any court or other Governmental Authority in which there is a copy reasonable probability of an adverse decision which could (A) materially adversely affect the audited consolidated balance sheet ability of the Borrower and to perform its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default obligations hereunder or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iiiAgreement or any other Related Document or (B) with respect to such yeardraw into question the validity or enforceability of this Agreement, the Note or any other Related Document; (iv) concurrently with as soon as possible after the delivery Borrower acquires knowledge of the financial statements referred occurrence of any event which, in the reasonable judgment of the Borrower, could reasonably be expected to in clauses (ii) and (iii) above, have a certificate signed by Material Adverse Effect on the principal executive officer and the principal financial officer ability of the Borrower (i) stating whether a Default to perform its obligations under this Agreement, the Note or Event of Default has occurred and is continuing on the date of such certificateunder any other Related Document, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes will provide written notice thereof to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificateLender; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect Borrower shall provide the Lender, from time to any Plan time, such additional information regarding the financial position, operations, business or prospects of the Borrower or any ERISA Affiliate as may be in the possession of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect Borrower, to any Plan of the Borrower or any ERISA Affiliate of extent such information is related to the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and Reimbursements as the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;Lender may reasonably request; and (vi) promptly after receipt thereof such other reasonable financial information requested by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to the Agent and each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as soon as available and in any event within 45 days after the end of each fiscal quarter of the Parent and its Subsidiaries commencing with the first fiscal quarter of the Parent and its Subsidiaries ending after the Effective Date, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Parent and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting, in all material respects, the financial position of the Parent and its Subsidiaries as of the end of such quarter and the results of operations and cash flows of the Parent and its Subsidiaries for such quarter, in accordance with GAAP (and for any period prior to the date on which the Loan Parties have complied with Section 7.01(t), additional financial statements shall be prepared excluding any asset, liability, income, expense, cash flow or other similar item with respect to any Alconbury Entity (i.e., disregarding the requirement that any Alconbury Entity be consolidated with the Parent and its Subsidiaries pursuant to FIN 46)), applied in a manner consistent with that of the most recent audited financial statements of the Parent and its Subsidiaries furnished to the Agent and the Lenders, subject to normal year-end adjustments (it being understood that “consolidating” as used herein shall refer to (A) financial statements of the Parent and its Subsidiaries (other than the Alconbury Entities) and (B) financial statements of the Alconbury Entities); (ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Parent and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Parent and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Parent and reasonably satisfactory to the Agent (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03), together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Parent and its Subsidiaries commencing with the first fiscal month of the Parent and its Subsidiaries ending after the Effective Date, a flash report substantially in the form of Exhibit 7.01(a)(iii)(1) and, except with respect to January of each Fiscal Year, an income statement substantially in the form of Exhibit 7.01(a)(iii)(2), in each case certified by an Authorized Officer of the Parent fairly presenting in all material respects the sales, profits and losses of the Parent and its Subsidiaries (other than the Alconbury Entities) for such fiscal month in accordance with sound accounting principles; (iv) simultaneously with the delivery of the financial statements or financial reports of the Parent and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Parent (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Parent and its Subsidiaries during the period covered by such financial statements or financial reports, as applicable, with a view to determining whether the Parent and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Parent and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations specified in Section 7.03 and the calculations with respect to the Leverage Ratio referred to in the definition of “Applicable Margin”; (v) (A) as soon as available and in any event not later than 30 days after the end of each Fiscal Year, financial projections, supplementing and superseding the financial projections referred to in Section 6.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agent, for such Fiscal Year for the Parent and its Subsidiaries and (B) as soon as available and in any event not later than 30 days prior to the end of each fiscal quarter, financial projections, supplementing and superseding the financial projections referred to in Section 6.01(g)(ii)(B), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agent, for each remaining quarterly period in such Fiscal Year (but only to the extent the financial projections described in this clause (B) are prepared by the Parent and its Subsidiaries), all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Parent to be reasonable at the time made and from the best information then available to the Parent; (vi) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than (A) routine inquiries and (B) investigations that are customary in such Loan Party’s business and industry and do not involve any notice or assertion that a Loan Party has violated any material Law; (vii) as soon as possible, and in any event within 5 Business Days after the occurrence of an Event of Default or Default that is continuing or the occurrence of any event or development that could have a Material Adverse Effect, the written statement of an Authorized Officer of the Administrative Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (viii) (A) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 10 days after any Loan Party or any ERISA Event described in clause Affiliate thereof knows or has reason to know that (i1) of the definition of ERISA any Reportable Event with respect to any Employee Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and occurred, (B2) within 10 days after any other ERISA Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Borrower Treasury for a waiver or any ERISA Affiliate modification of the Borrower has occurredminimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of a Senior Financial an Authorized Officer describing of the Administrative Borrower setting forth the details of such ERISA Event occurrence and the action, if any, which the Borrower such Loan Party or such ERISA Affiliate proposes to take with respect thereto; , (viB) promptly and in any event within five days after receipt thereof by the Borrower any Loan Party or any of its ERISA Affiliates Affiliate thereof from the PBGC PBGC, copies of each notice received by the Borrower any Loan Party or such any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; , (viiC) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by the Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, notice thereof, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within five days after receipt thereof by the Borrower any Loan Party or any ERISA Affiliate thereof from a sponsor of the Borrower from a Multiemployer Plan sponsoror from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the Borrower imposition of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (F) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably requestthereof; (ix) promptly after deliver to the Borrower becomes aware of Agent upon request the occurrence thereof, notice of all actions, suits, proceedings most recently prepared actuarial reports with respect to the Employee Plans that are prepared to comply with the then current statutory or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)auditing requirements; (x) if requested by the Agent, promptly instruct an actuary to prepare an actuarial report with respect to the Employee Plans that are prepared in order to comply with the then current statutory or auditing requirements; (xi) promptly after the commencement thereof but in any event not later than 5 Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (xii) as soon as possible and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract; (xiii) as soon as possible and in any event within 5 days after execution, receipt or delivery thereof by any Loan Party, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Capital Stock of, or all or substantially all of the assets of, any Loan Party; (xiv) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, reports and reports which the Borrower other information any Loan Party sends to any holders of its public security holders Indebtedness or its securities in their capacity as such or files with the SEC or any national (if any)domestic or foreign) securities exchange; (xv) promptly upon receipt thereof, and copies of all regularfinancial reports (including, periodic and special reportswithout limitation, and all registration statements and periodic or special reportsmanagement letters), if any, which the Borrower files with the Securities and Exchange Commission or submitted to any other governmental authority which may be substituted therefor, or Loan Party by its auditors in connection with any national securities exchangeannual or interim audit of the books thereof; (xvi) promptly deliver to the Agent notice of any material adverse development which shall occur in any action, suit, proceeding, arbitration or governmental investigation previously disclosed by any Loan Party to the Agent or the Lenders; and (xixvii) promptly after requestedupon request, such other information respecting concerning the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Loan Party as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time may reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and consolidated statements of income income, consolidated operations, consolidated retained earnings and consolidated cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, generally accepted accounting principles together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies a copy of the Borrower’s 's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any such quarter shall be deemed to satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterfinancial statement delivery requirements; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and consolidated statements of incomeconsolidated operations, consolidated retained earnings and consolidated cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case in reasonable detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles, together with a certificate of said officer a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies a copy of the Borrower’s annual 's Annual Report on Form 10-K filed with the Securities and Exchange Commission (containing such statements) or Current Report on Form 8-K (containing such statements) for any such year shall be deemed to satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearfinancial statement delivery requirements; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (viv) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC PBGC, copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s 's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (viivi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 25,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ixvii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.1(g4.01(d) or (B) for which the Agent, the LC Issuing Bank Administrative Agent and the Lenders will be entitled to indemnity under Section 8.4(c8.04(c); (xviii) promptly after the sending or filing thereof, copies of all such proxy information statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements (other than registration statements related to employee benefits plans) and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; (ix) such information concerning the Borrower's Year 2000 Programs as the Administrative Agent may reasonably request; and (xix) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries (including, but not limited to, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service) as the Administrative Agent or the LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish (a) Seller shall furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h): Buyer: (i) as soon as possible promptly, copies of any material and in adverse notices (including notices of defaults, termination events, or breaches) and any event within five Business Days after material adverse financial information that is not otherwise required to be provided by Seller hereunder which is given to Seller’s lenders; (ii) promptly, notice of the occurrence of each Unmatured Default or (1) any Event of Default continuing on hereunder, (2) any default or material breach by Seller of any obligation under any Program Agreement or (3) the date occurrence of any event or circumstance that such statementparty reasonably expects has resulted in, or will, with the passage of time, result in, a statement of a Senior Financial Officer setting forth details of such Unmatured Default Material Adverse Effect or an Event of Default Default; and (iii) the action that the Borrower proposes to take with respect thereto;following: (ii1) as soon as available and in any event within 60 forty (40) calendar days after the end of each of calendar month, the first three quarters of each fiscal year of the Borrower, a consolidated unaudited balance sheet of the Borrower and its Subsidiaries Seller, as at the end of such quarter period and the related unaudited consolidated statements of income for Seller for such period and cash flows the portion of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with through the end of such quarterperiod, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements or financial statements, as applicable, fairly present in all material respects the consolidated financial condition or financial condition, as applicable, and results of operations of Seller in reasonable detail accordance with GAAP, consistently applied, as at the end of, and duly certified for, such period (subject to year normal year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter); (iii2) as soon as available and in any event within 120 days after no later than the last day of the third month following the end of each fiscal year of Seller, the Borrower, a copy of the audited consolidated balance sheet sheets of the Borrower Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, retained earnings income and member’s equity and of cash flows of the Borrower for Seller and its consolidated Subsidiaries for such fiscal year, together setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearGAAP; (iv3) concurrently with the delivery of the financial such other prepared statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent Buyer may from time to time reasonably request; (ix4) promptly from time to time such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; (5) as soon as reasonably possible, and in any event within thirty (30) days after the Borrower becomes aware a Responsible Officer of Seller has knowledge of the occurrence thereofof any ERISA Event of Termination, stating the particulars of such ERISA Event of Termination in reasonable detail; (6) as soon as reasonably possible, and in any event within the timeframes specified below, notice of all actions, suits, proceedings or other events (A) any of the type described in Section 4.1(gfollowing events: a. within thirty (30) days of knowledge thereof, any material dispute, litigation, investigation, proceeding or (B) for which suspension between Seller on the Agentone hand, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)any Governmental Authority or any Person; b. within thirty (x30) promptly after the sending or filing days of knowledge thereof, copies any material issues raised upon examination of all such proxy statementsSeller or Seller’s facilities by any Governmental Authority; c. within five (5) days of knowledge thereof, financial statementsany material change in the Indebtedness of Seller, and reports which including any default, non-renewal, termination, increase in available amount or decrease in available amount related thereto; d. within five (5) days of knowledge thereof, promptly upon receipt of notice or knowledge of any lien or security interest (other than security interests created hereby or by the Borrower sends to its public security holders other Program Agreements) on, or claim asserted against, any of the Purchased Assets; and e. within five (if any)5) days of knowledge thereof, and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted thereforevent, circumstance or condition that has resulted, or has a reasonable possibility of resulting, in a Material Adverse Effect with any national securities exchangerespect to Seller; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i7) on which the Borrower posts such documentsa quarterly basis, or provides a link thereto, on a website on the internet at a website address previously specified an update to the Agent historical hedge performance table comparing changes in fair value of MSR to changes in fair value of MSR net of ▇▇▇▇▇▇, in a format mutually agreeable to the Buyer and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsSeller.

Reporting Requirements. Furnish to each Lender the Agent, and in sufficient copies for the Lenders (provided, however, that, in the manner prescribed case of the Consolidated balance sheet and Consolidated statements of income and cash flows referred to in clause (i) below, the last paragraph of this subsection annual audit report and accompanying information referred to in clause (hii) below and the reports and registration statements referred to in clause (iv) below, such information will be deemed to have been furnished to the Agent if it is readily available through EDGAR): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within ▇▇▇hin 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated the Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and consolidated Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior the Chief Financial Officer Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Borrower as having been prepared in accordance (in all material respects) with GAAPgenerally accepted accounting principles and certificates of the Chief Financial Officer Treasurer, together with a certificate Assistant Treasurer, Controller or Assistant Controller of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement the Borrower as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed compliance with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under terms of this Section 5.1(h)(ii) with respect to such quarterAgreement; (iiiii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year and consolidated Consolidated statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if in each case accompanied by an Unmatured Default or Event of Default has occurred and is continuing, a statement as opinion acceptable to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery Required Lenders by the Borrower Deloitte & Touche LLP or other independent public accountants acceptable to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearRequired Lenders; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 five days after any ERISA Event described in clause (i) the determination by the Borrower of the definition occurrence of ERISA Event with respect to any Plan a Default that is continuing on the date of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredsuch statement, a statement of a Senior the Chief Financial Officer describing Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Borrower setting forth details of such ERISA Event Default and the action, if any, which action that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (viiv) promptly after receipt thereof by the sending or filing thereof, copies of all material reports that the Borrower sends to its securityholders (or any class of them) or its creditors (or any class of them), and copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission; (v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate Subsidiaries of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;type described in Section 4.01(f); and (viivi) promptly after receipt thereof by such other information (excluding trade secrets) respecting the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h): (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated consolidated, and, with respect to the Borrower, consolidating, statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated consolidated, and, with respect to the Borrower, consolidating, statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any Subsidiary of the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish Deliver to each Lender in the manner prescribed in Administrative Agent for distribution to the last paragraph of this subsection (h):Lenders: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the BorrowerReporting Parties (or, a consolidated if earlier, concurrently with the filing thereof with the Securities and Exchange Commission or any national securities exchange in accordance with applicable law or regulation), balance sheet sheets and cash flow statements of the Borrower and its Subsidiaries Reporting Parties in comparative form as at of the end of such quarter and consolidated statements of income and cash flows income, statements of common shareholders’ equity of the Borrower and its Subsidiaries Reporting Parties for the period commencing at the end of the previous fiscal year of the Reporting Parties and ending with the end of such quarter, all each prepared in reasonable detail and duly certified (accordance with generally accepted accounting principles consistently applied, subject to year normal year-end audit adjustments, certified by the chief financial officer of the Borrower; (ii) by as soon as available and in any event within 90 days after the end of each fiscal year of the Reporting Parties (or, if earlier, concurrently with the filing thereof with the Securities and Exchange Commission or any national securities exchange in accordance with applicable law or regulation), a Senior Financial Officer as having been copy of the audit report for such year for the Reporting Parties containing balance sheets and cash flow statements of the Reporting Parties and statements of income, statements of common shareholders’ equity of the Reporting Parties for such year prepared in accordance with generally accepted accounting principles consistently applied as reported on by independent certified public accountants of recognized national standing acceptable to the Required Lenders, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards; (in all material respectsiii) concurrently with GAAPthe delivery of financial statements pursuant to clauses (i) and (ii) above or the notice relating thereto contemplated by the final sentence of this Section 5.01(h), together with a certificate of said a senior financial officer stating of each of the Guarantors and the Borrower (A) to the effect that no Unmatured Default or Event of Default has occurred and is continuing (or, if an Unmatured any Default or Event of Default has occurred and is continuing, a statement as to describing the nature thereof same in reasonable detail and describing the action that any Guarantor or the Borrower Borrower, as the case may be, has taken and proposes to take with respect thereto; provided that delivery by ), (B) in the Borrower to the Agent of copies case of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect certificate relating to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of setting forth calculations, in reasonable detail, establishing the audited consolidated balance sheet of the Borrower and its Subsidiaries Loan Parties’ compliance, as at the end of such fiscal year quarter, with the financial covenants contained in Article VII, and consolidated statements of income, retained earnings (C) listing each Subsidiary which has changed status from or to a Restricted Subsidiary or Unrestricted Subsidiary and cash flows identifying such Subsidiary as such as of the Borrower and its Subsidiaries for date of such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearcertificate; (iv) concurrently with the any delivery of the financial statements referred pursuant to in clauses clause (i) or (ii) and (iii) above, a certificate signed by if there are any Unrestricted Subsidiaries at the principal executive officer and time, the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited related consolidating financial statements referred reflecting the adjustments necessary to in Section 4.1 and, if any change has occurred, specifying eliminate the effect accounts of Unrestricted Subsidiaries from such change on the consolidated financial statements accompanying such certificatestatements; (v) as soon as possible and in any event (A) within 30 five days after any ERISA the occurrence of each Default or Event described in clause (i) of Default continuing on the date of such statement, a statement of the definition chief financial officer of ERISA the Borrower setting forth details of such Event of Default or event and the action which the Borrower has taken and proposes to take with respect to any Plan thereto; (vi) promptly after the sending or filing thereof, copies of all reports which the Borrower or any ERISA Affiliate Guarantor sends to its respective stockholders, and copies of all reports and registration statements (other than registration statements filed on Form S-8) that any Guarantor, the Borrower has occurred or any Subsidiary of any Guarantor or the Borrower, files with the Securities and Exchange Commission; (Bvii) promptly and in any event within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any Guarantor knows or has reason to know that any material ERISA Affiliate of the Borrower Event has occurred, a statement of a Senior Financial Officer the chief financial officer of the Borrower describing such ERISA Event and the action, if any, which the Borrower Borrower, any Guarantor or such any affected ERISA Affiliate proposes to take with respect thereto; (viviii) promptly and in any event within two Business Days after receipt thereof by the Borrower or any Guarantor (or knowledge being obtained by the Guarantor of its the receipt thereof by any ERISA Affiliates from the PBGC Affiliate), copies of each notice received by from the Borrower or such ERISA Affiliate of the PBGC’s PBGC stating its intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (viiix) promptly and in any event within five Business Days after receipt thereof by the Borrower Guarantor (or knowledge being obtained by the Guarantor of the receipt thereof by any ERISA Affiliate Affiliate) from the sponsor of the Borrower from a Multiemployer Plan sponsorPlan, a copy of each notice received by the Borrower Guarantor or such any ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) the imposition on the Borrower, any Guarantor or any ERISA Affiliate of material Withdrawal Liability by a Multiemployer Plan, (B) the type reorganization or termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan or (C) the amount of liability incurred, or which may be incurred, by the Borrower, any Guarantor or any ERISA Affiliate in connection with any event described in Section 4.1(gclause (A) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)above; (x) promptly after a Credit Party has knowledge of the sending or filing commencement thereof, copies notice of all such proxy statementsany actions, financial statementssuits and proceedings before any court or governmental department, and reports which commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Credit Party of the Borrower sends to its public security holders (if anytype described in Section 4.01(g), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and; (xi) promptly after requestedany Guarantor or the Borrower knows of any change in the rating of the Index Debt by S&P or ▇▇▇▇▇’▇, a notice of such changed rating; (xii) concurrently with the occurrence of the Specified Separation Transaction, a certificate of a senior financial officer of the Borrower certifying the occurrence of the Specified Separation Transaction and the attachment to such certificate of full and complete copies of the Referenced Annual Financial Statements described in clause (ii) of the definition thereof and the Referenced Quarterly Financial Statements described in clause (ii) of the definition thereof; and (xiii) such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Credit Parties as the Agent or the LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request. Documents Notwithstanding the foregoing, (1) the Loan Parties’ obligations to deliver the documents or information required under any of clauses (i), (ii) and (vi) above shall be deemed to be satisfied upon (x) the relevant documents or information being publicly available on the Borrower’s website or other publicly available electronic medium (such as ▇▇▇▇▇) within the time period required by such clause, and (y) the delivery by the Borrower of notice to the Administrative Agent for distribution to the Lenders, within the time period required by such clause, that such documents or information are so available and (2) the documents and reports required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date clauses (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery delivered on a consolidated basis with respect to it or maintaining its copies of such documentsall Reporting Parties.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Guaranteed Party: (ia) as soon as possible available and in any event within five Business Days 60 days after the occurrence end of each Unmatured Default or Event of, in the case of Default continuing on Entergy, the date first three quarters of each fiscal year of Entergy and, in the case of ETHC, the four quarters of each fiscal year of ETHC, (A) consolidated balance sheets of, respectively, Entergy and its subsidiaries and ETHC and its subsidiaries as of the end of such statementquarter and (B) consolidated statements of income and retained earnings of, a statement respectively, Entergy and its subsidiaries and ETHC and its subsidiaries for the period commencing at the end of a Senior Financial Officer setting forth details the previous fiscal year and ending with the end of such Unmatured Default or Event quarter, each certified by the duly authorized officer of Default and the action that the Borrower proposes to take Entergy as having been prepared in accordance with respect theretogenerally accepted accounting principles, consistently applied; (iib) as soon as available and in any event within 120 days after the end of each fiscal year of Entergy, a copy of the annual report for such year for Entergy and its subsidiaries, containing consolidated financial statements for such year certified by Coopers & Lybrand (or such other nationally recognized public ▇▇▇▇▇▇ting firm as the Guaranteed Party may approve), and certified by a duly authorized officer of Entergy as having been prepared in accordance with generally accepted accounting principles, consistently applied; (c) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower Entergy and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at within 120 days after the end of the previous fiscal year and ending with the end of such quarterEntergy, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said the duly authorized officer of Entergy, stating that no Unmatured Default Prepayment Event or Event of Default has occurred and is continuing or, if an Unmatured Default a Prepayment Event or Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as to the nature thereof case may be, and the action that the Borrower Entergy has taken and proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiid) as soon as available possible and in any event within 120 five days after either ETHC or Entergy has knowledge of the end occurrence of each fiscal year of the BorrowerPrepayment Event, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing oreach event that, if with the giving of notice or lapse of time or both, would constitute an Unmatured Default Event of Default, a statement of the duly authorized officer of ETHC or Entergy, as the case may be, setting forth details of such Prepayment Event, Event of Default has occurred and is continuingor event, a statement as to the nature thereof case may be, and the action actions that the Borrower proposes either or both of ETHC and Entergy have taken and propose to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (ive) concurrently with as soon as possible and in any event within five days after the delivery commencement of the financial statements referred any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, Entergy or any of its subsidiaries, that, if adversely determined, could reasonably be expected to in clauses (ii) and (iii) above, have a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing material adverse effect on the date condition (financial or otherwise), operations, business, properties or prospects of either ETHC or Entergy, notice of such certificatelitigation, and if a Default arbitration or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth proceeding describing in reasonable detail calculations demonstrating compliance with Section 5.2(f) the facts and (iii) stating whether any change circumstances concerning such litigation, arbitration or proceeding and Entergy's or such subsidiary's proposed actions in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificateconnection therewith; (vf) promptly after the sending or filing thereof, copies of all reports that Entergy sends to its securities holders, and copies of all reports and registration statements that Entergy files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Exchange Act, of all certificates (if any) pursuant to Rule 24 that either ETHC or Entergy files with the SEC pursuant to PUHCA having relevancy to the Notes, and of all applications and other filings made to or with the FCC or the SEC pursuant to Section 34 of PUHCA or otherwise having relevancy to the Notes; (g) as soon as possible and in any event (A) within 30 days after Entergy knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after Entergy knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer the chief financial officer of Entergy describing such ERISA Termination Event and the action, if any, which the Borrower or such ERISA Affiliate that Entergy proposes to take with respect thereto; (vih) promptly and in any event within two Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates Entergy from the PBGC PBGC, copies of each notice received by the Borrower or such ERISA Affiliate Entergy in respect of the PBGC’s 's intention to terminate any ERISA Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such ERISA Plan; (viii) promptly, if requested by the Guaranteed Party, copies of the then current Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan; (j) promptly and in any event within five Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower Entergy from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate Entergy concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liableERISA; (viiik) promptly and in any event within five Business Days after requested, such documents Moody's or governmental reports or filings relating to S&P has changed any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereofSenior Debt Rating o▇ ▇▇▇ ▇ignificant Subsidiary, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchangechange; and (xil) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower ETHC, Entergy, any Significant Subsidiary or any subsidiary of its Subsidiaries ETHC as the Agent or the LC Issuing Bank or any Lender through the Agent Guaranteed Party may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) Negative Covenants So long as the Notes or Section 5.1(h)(iii) may be delivered electronically andany amount payable by either ETHC of Entergy hereunder or thereunder shall remain unpaid, if so deliveredEntergy shall not, shall be deemed to have been delivered on without the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each written consent of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.Guaranteed Party:

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) aboveabove (each a “Report”), a certificate signed by the principal executive officer and the principal financial officer of the Borrower Borrower(each, a “Certifying Officer”) certifying that (i) stating each Certifying Officer has reviewed the Report; (ii) based on such Certifying Officer’s knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (iii) based on such Certifying Officer’s knowledge, the financial statements, and other financial information included in the Report, fairly represent in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries as of, and for, the period presented in the Report; (iv) such Certifying Officer and the other Certifying Officer (A) are responsible for establishing and maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the Borrower and its Subsidiaries is made known to such officers by others within the entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the internal controls of the Borrower as of a date within 90 days prior to the Report; and (D) have presented in the Report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (v) such Certifying Officer and the other Certifying Officer have disclosed to the auditors and the audit committee of the Board of Directors of the Borrower (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the ability of the Borrower to record, process, summarize, and report financial data and have identified for the Borrower’s auditors any material weakness in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Borrower; and (vi) such Certifying Officer and the other Certifying Officer have indicated in the Report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Furthermore, such certificate signed by the Certifying Officers shall (i) certify as to whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting set forth in reasonable detail calculations demonstrating compliance with Section 5.2(f5.02(i) and (iii) stating state whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 250,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g4.01(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c8.04(c); (xix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xix) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Agent and each Lender: (i) as soon as possible available, and in any event within five Business Days thirty (30) days after the occurrence end of each Unmatured Default or Event fiscal month of Default continuing on Holdings and its Subsidiaries commencing with the date first full fiscal month of Holdings and its Subsidiaries ending after the Effective Date, (x) internally prepared consolidated balance sheets, statements of operations and retained earnings and statements of cash flows as at the end of such statementfiscal month, a statement and for the period commencing at the end of a Senior Financial Officer the immediately preceding Fiscal Year and ending with the end of such fiscal month, setting forth details in each case in comparative form the figures for the corresponding date or period set forth in (A) the financial statements for the immediately preceding Fiscal Year, and (B) the Projections, all in reasonable detail and certified by an Authorized Officer of Holdings as fairly presenting, in all material respects, the financial position of Holdings and its Subsidiaries as at the end of such Unmatured Default or Event of Default fiscal month and the action results of operations, retained earnings and cash flows of Holdings and its Subsidiaries for such fiscal month and for such year-to-date period, in accordance with GAAP applied in a manner consistent with that of the Borrower proposes most recent audited financial statements furnished to take the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments (y) a report of key performance indicators during such fiscal month with respect theretoto the top 25 customers, headcount and billable utilization, as reasonably identified by Holdings, for the business of Holdings and its Subsidiaries and any additional financial information as may be reasonably requested by the Administrative Agent and (z) a Compliance Certificate; (ii) the following: (A) as soon as available and in any event within 60 forty five (45) days after the end of each fiscal quarter of Holdings and its Subsidiaries commencing with the first three quarters full fiscal quarter of each fiscal year of Holdings and its Subsidiaries ending after the BorrowerEffective Date, a consolidated balance sheet sheets, statements of the Borrower operations and retained earnings and statements of cash flows of Holdings and its Subsidiaries as at the end of such quarter quarter, and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial an Authorized Officer of Holdings as having been prepared in accordance (fairly presenting, in all material respects) with GAAP, together with a certificate the financial position of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at of the end of such fiscal year quarter and consolidated statements the results of income, retained earnings operations and cash flows of the Borrower Holdings and its Subsidiaries for such fiscal quarter and for such year-to-date period, together in accordance with GAAP applied in a certificate manner consistent with that of said officer stating that no Unmatured Default or Event the most recent audited financial statements of Default has occurred Holdings and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as its Subsidiaries furnished to the nature thereof Agents and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower Lenders, subject to the Agent absence of copies of the Borrower’s annual Form 10footnotes and normal year-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year;end adjustments, and (ivB) concurrently with no later than two (2) Business Days after the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event information described in clause (i) A), a comparison of the definition financial information described in clause (A) to that in the Projections, and a report of ERISA Event key performance indicators during such fiscal quarter with respect to the top 25 customers, headcount and billable utilization, as reasonably identified by Holdings, for the business of Holdings and its Subsidiaries and any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof additional financial information as may be reasonably requested by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such PlanAdministrative Agent; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (i) as soon as possible possible, and in any event within five Business Days after the occurrence Borrower becomes aware of each Unmatured Default or the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of a Senior Financial Officer an authorized officer of the Borrower setting forth details of such Unmatured Event of Default or Unmatured Event of Default and the action that which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and the related consolidated statements statement of income and cash flows operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been each case prepared in accordance (in all material respects) with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a certificate of said an authorized officer of the Borrower stating that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as at of the end last day of such fiscal year and the related consolidated statements of incomeoperations, retained earnings changes in shareholders’ equity (if applicable) and cash flows of the Borrower and its Subsidiaries for such fiscal year, certified by PricewaterhouseCoopers LLP or other certified public accountants of recognized national standing), together with a certificate of said an authorized officer of the Borrower stating that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements quarterly and annual reports referred to in clauses Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) and or (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which that the Borrower sends to any of its public security holders (if any)holders, and copies of all regularReports on Form 10-K, periodic and special reports10-Q or 8-K, and all registration statements (without exhibits) and periodic or special reports, if any, which prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other governmental authority which may be substituted thereforPerson to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any national securities exchangeevent with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the Fitch Rating, the ▇▇▇▇▇’▇ Rating or the S&P Rating; and (xiviii) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition operations or operationscondition, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiary as the Agent or the LC Issuing Bank or any Lender Lender, through the Agent Administrative Agent, may from time to time reasonably requestrequest (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). Documents The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified satisfy any condition precedent to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each effectiveness of the Agent and each Lender has access; provided that (i) upon the request of the Agent this Agreement or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.Credit Extension hereunder or

Reporting Requirements. Furnish it shall provide to each Lender the Lender: (a) as soon as available and in the manner prescribed in the last paragraph of this subsection (h):any event (i) as soon as possible and in any event within five Business Days one hundred twenty (120) days after the occurrence last day of each Unmatured fiscal year of the Guarantor, (x) the annual audited consolidated balance sheet of the Guarantor, and the related consolidated statements of income and cash flows of the Guarantor, with a report thereon by internationally recognized independent public accountants without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit and (y) annual unaudited combined consolidated financial statements of the Guarantor, as at and for each such fiscal year then ending, (ii) within one hundred twenty (120) days after the last day of each fiscal year of the Borrower, the annual unaudited unconsolidated financial statements of the Borrower, certified by an Authorized Officer of the Borrower, (iii) within sixty (60) days after the end of each fiscal quarter ending March 31, June 30, September 30 and December 31, quarterly unaudited consolidated financial statements of the Guarantor as at and for each such fiscal quarter then ending, all of the above prepared in accordance with GAAP or any other acceptable accounting standards, provided that if any Obligor makes freely available the reports described above on its website or the website of the United States Securities and Exchange Commission, such Obligor will be deemed to have satisfied the reporting requirement set forth herein upon notice to the Lender thereof; (b) within one hundred twenty (120) days after the last day of each fiscal year of the Borrower, submission of annual certificate certifying whether a Default or an Event of Default exists and if any Default or Event of Default continuing on then exists, specifying the date nature and period of existence thereof and what action such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default obligor has taken or Event of Default and the action that the Borrower proposes to take with respect thereto; (iic) as soon as available and in promptly after any event within 60 days after the end Obligor obtains knowledge of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured any Default or Event of Default has occurred and is continuing orDefault, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date Authorized Officer of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying Obligor setting forth the details thereof and the action action(s) that the Borrower has is/are being taken or proposes is/are proposed to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take be taken with respect thereto; (vid) promptly (and, in any event, within twenty (20) days) after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGCObligor’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence knowledge thereof, notice of all actionsany material litigation, suitsclaim, proceedings investigation, arbitration, other proceeding or controversy pending or, to its knowledge, threatened involving or affecting such Obligor: (i) that could reasonably be expected to have a Material Adverse Effect on the Loan relationship except for any such litigation, claim, investigation, arbitration, other events (A) of the type described in Section 4.1(g) or (B) proceeding for which the Agent, Borrower and/or the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission Guarantor or any other governmental authority which may be substituted thereforAffiliate thereof reasonably acceptable to the Lender has contractually and irrevocably undertaken to indemnify such Obligor for any potential loss or claim arising therefrom, or with any national securities exchange(ii) relating to the Loan Agreement and/or the Guarantee; and (xie) promptly after requestedfrom time to time, such other information respecting with respect to the businessObligors, properties, results of operations, prospects, revenues, condition the Loan Agreement and/or the Guarantee and/or the transactions contemplated hereby or operations, financial or otherwise, of the Borrower or any of its Subsidiaries thereby as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts request and as long as such documents, or provides a link thereto, on a website on the internet at a website address previously specified information is available to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsObligors.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (i) as soon as possible possible, and in any event within five Business Days after the occurrence Borrower becomes aware of each Unmatured Default or the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of a Senior Financial Officer an authorized officer of the Borrower setting forth details of such Unmatured Event of Default or Unmatured Event of Default and the action that which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such quarter and the related consolidated statements statement of income and cash flows operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been each case prepared in accordance (in all material respects) with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a certificate of said an authorized officer of the Borrower stating that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as at of the end last day of such fiscal year and the related consolidated statements of incomeoperations, retained earnings changes in shareholders’ equity (if applicable) and cash flows of the Borrower and its Subsidiaries for such fiscal year, certified by PricewaterhouseCoopers LLP or other certified public accountants of recognized national standing), together with a certificate of said an authorized officer of the Borrower stating that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements quarterly and annual reports referred to in clauses Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower; (v) except as otherwise provided in clause (ii) and or (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which that the Borrower sends to any of its public security holders (if any)holders, and copies of all regularReports on Form 10-K, periodic and special reports10-Q or 8-K, and all registration statements (without exhibits) and periodic or special reports, if any, which prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other governmental authority which may be substituted thereforPerson to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any national securities exchangeevent with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower proposes to take with respect thereto; (vii) promptly upon becoming aware thereof, notice of any change in the Fitch Rating, the ▇▇▇▇▇’▇ Rating or the S&P Rating; and (xiviii) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition operations or operationscondition, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiary as the Agent or the LC Issuing Bank or any Lender Lender, through the Agent Administrative Agent, may from time to time reasonably requestrequest (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). Documents The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an extension of the scheduled Termination Date pursuant to Section 5.1(h)(ii) 2.17 or an increase in the Commitments pursuant to Section 5.1(h)(iii) may be delivered 2.18 (any non-excluded communication described above, a “Communication”), electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts including by posting such documents, or provides providing a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; Exelon’s or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant Internet website). Notwithstanding the foregoing, if anythe Borrower agrees that, to which each of the Agent and each Lender has access; provided that (i) upon extent requested by the request of the Administrative Agent or any Lender, the Borrower shall deliver paper copies it will continue to provide “hard copies” of such documents Communications to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) the Borrower shall notify (which that such notice may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation sent to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentse-mail address.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lenders: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at of the end of such quarter and consolidated Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiiii) as soon as available and in any event within 120 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at of the end of such fiscal year and consolidated Consolidated statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default in each case accompanied by an opinion by Deloitte & Touche LLP or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as other independent public accountants acceptable to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearRequired Lenders; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 five days after any ERISA Event described in clause (i) the occurrence of each Default continuing on the definition date of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredsuch statement, a statement of a Senior Financial Officer describing of the Borrower setting forth details of such ERISA Event Default and the action, if any, which action that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (viiv) promptly after receipt the sending or filing thereof by copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; (v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate Subsidiaries of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;type described in Section 4.01(f); and (viivi) promptly after receipt thereof by such other information respecting the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish Seller will provide to each Lender Buyer (in multiple copies, if requested by Buyer) the manner prescribed in the last paragraph of this subsection (h):following: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) i. as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the BorrowerSeller and Parent, a consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries subsidiaries as at of the end of such quarter and consolidated statements of income and income, cash flows and retained earnings of the Borrower Parent and its Subsidiaries subsidiaries for the period commencing at the end beginning of the previous current fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent chief financial officer of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarterParent; (iii) ii. as soon as available and in any event within 120 90 days after the end of each fiscal year of the BorrowerSeller and Parent, a copy of the audited consolidated balance sheet financial statements (together with explanatory notes thereon) and the auditor’s report letter for such year for Parent and its subsidiaries, containing financial statements for such year audited by independent public accountants of recognized standing; iii. promptly after the sending or filing thereof, if any, copies of all reports and registration statements that Parent or Seller thereof files with the SEC or any national securities exchange and official statements that Parent or Seller thereof files with respect to the issuance of tax-exempt indebtedness; iv. at least ten Business Days prior to any change in the Borrower’s name, a notice setting forth the new name and the proposed effective date thereof; v. on the first Business Day of each week (or on such other day of the Borrower week as may be mutually agreed upon by Buyer and its Subsidiaries as at Seller from time to time), invoices, Reconciliation Reports and aging and past due reports relating to the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal yearPurchased Receivables, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred such other data, reports and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as information relating to the nature thereof and the action that the Borrower proposes Receivables requested by Buyer from time to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yeartime; vi. immediately (iv) concurrently with the delivery of the financial statements referred to and in clauses (ii) and (iii) aboveno event later than one Business Day following actual knowledge or receipt thereof), a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth written notice in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether detail, of any change in GAAP lien, encumbrance or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 security interest asserted or claim made against a Receivable; and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) vii. as soon as possible and in any event (A) within 30 five days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes becoming aware of the occurrence thereof, written notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsMaterial Adverse Change.

Reporting Requirements. Furnish Each of Newark, each Newark Subsidiary, VCP Exportadora and VCP shall provide to each Lender in the manner prescribed in Administrative Agent (who shall promptly distribute to the last paragraph of this subsection (hLenders): (ia) as soon as possible available and in any event within five Business Days 120 days after the occurrence last day of each Unmatured Default or Event fiscal year of Default continuing on VCP Exportadora, annual audited financial statements of VCP Exportadora, with the date opinion thereon of such statementinternationally recognized independent public accountants satisfactory to the Administrative Agent, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of fiscal quarter (other than the first three quarters fourth fiscal quarter) of each fiscal year of the BorrowerVCP Exportadora, a consolidated balance sheet quarterly unaudited financial statements of the Borrower and its Subsidiaries VCP Exportadora as at and for the end quarterly period ending on the last day of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all each in reasonable detail form and duly certified (subject substance satisfactory to year end audit adjustments) by a Senior Financial Officer as having been the Administrative Agent and each prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;, (iiib) as soon as available and in any event within 120 days after the end last day of each fiscal year of the BorrowerNewark, a copy annual unaudited financial statements of the audited consolidated balance sheet of the Borrower Newark and its consolidated Subsidiaries, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of Newark, quarterly unaudited financial statements of Newark and its consolidated Subsidiaries as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP; (c) as soon as available and in any event within 120 days after the last day of each fiscal year of VCP, annual audited consolidated financial statements of VCP, with the opinion thereon of internationally recognized independent public accountants satisfactory to the Administrative Agent, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP, quarterly unaudited consolidated financial statements of VCP as at and for the quarterly period ending on the last day of such fiscal year quarter, each in form and consolidated substance satisfactory to the Administrative Agent and each prepared in accordance with both GAAP and U.S. GAAP, (d) each time financial statements of incomeare required to be delivered under clause (a), retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year(b) or (c), together with a certificate of said the chief financial officer stating that no Unmatured Default (or Event more senior officer) of Default has occurred and is continuing orVCP Credit Agreement 42 Exportadora, if an Unmatured Default Newark or Event of Default has occurred and is continuingVCP, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iiiapplicable: (i) with respect to such year; VCP only, providing a calculation (ivin reasonable detail) concurrently with the delivery of the financial statements referred Debt Service Coverage Ratio, the Net Debt to EBITDA Ratio and the Total Debt to Total Capitalization Ratio as of the end of the most recent Fiscal Semester (or most recent fiscal quarter, in clauses the case of the Debt Service Coverage Ratio), and (ii) and (iii) above, a certificate signed by certifying that his/her review has not disclosed the principal executive officer and the principal financial officer existence of the Borrower (i) stating whether a Default or Event of or, if any Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuingexists, specifying the details nature and period of existence thereof and what action Newark, the action that the Borrower Newark Subsidiaries, VCP Exportadora and/or VCP has taken or proposes to take with respect thereto, (e) within two Business Days after either Newark, either Newark Subsidiary, VCP Exportadora or VCP obtains knowledge of any Default or any default, early amortization event or similar event under the Other Facility, a certificate of the chief financial officer or the chief accounting officer thereof setting forth the details thereof and the action(s) that is/are being taken or is/are proposed to be taken with respect thereto, (f) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof) notice of any litigation, claim, investigation, arbitration, other proceeding or controversy pending or, to its knowledge, threatened involving or affecting any Obligor: (i) that could give rise to a Lien on any of its Properties, other than Permitted Liens, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and that could reasonably be expected to have a Material Adverse Effect or (iii) stating whether relating to any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 Loan Documents or Sales Agreements, (g) promptly (and, if in any change has occurredevent, specifying the effect within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof), notice of such change on the financial statements accompanying such certificate;any other event or development that could reasonably be expected to have a Material Adverse Effect, (vh) as soon as possible and promptly (and, in any event (A) event, within 30 days five Business Days after being filed with the U.S. Securities and Exchange Commission), copies of any ERISA Event described in clause public filings made therewith, and (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting with respect to the businessObligors, propertiesthe Loan Documents, results of operations, prospects, revenues, condition the Sales Agreements and/or the transactions contemplated hereby or operations, financial or otherwise, of the Borrower or any of its Subsidiaries thereby as the Agent or the LC Issuing Bank or any Lender (through the Administrative Agent) or either Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h): Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; ; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAPgenerally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5(d) of the Support Agreement, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case (x) accompanied by the audit report of Arthur Andersen & Co. or another nationally-recognized ▇▇▇▇pe▇▇▇▇▇ ▇▇blic accounting firm acceptable to the Majority Lenders if at any time during such fiscal year the Reference Ratings were Baa2 or lower (in the case of Moody's) or BBB or lower (in the case of S&P) or (y) in ▇▇▇▇▇▇able detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5(d) of the Support Agreement, together with a certificate of said officer a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; ; (viv) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s 's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; ; (vi) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan (if any) to which the Borrower or any ERISA Affiliate of the Borrower is a contributing employer; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 250,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; ; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.1(g4.01(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c8.04(c); ; (xix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or the Parent files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and and (xix) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Administrative Agent: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within not later than 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year normal year-end audit adjustments) by a Senior Financial Responsible Officer of the Borrower as having been prepared in accordance (with GAAP and fairly presenting the financial condition, results of operations, Shareholders’ Equity and the cash flows of the Borrower and its Subsidiaries in all material respects) accordance with GAAP, GAAP together with (A) a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured a Default or Event of 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; provided that delivery thereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower to in determining compliance with the Agent of copies covenants contained in Section 5.03, including a reconciliation in reasonable detail of the Borrower’s Quarterly Report effect on Form 10Consolidated EBITDA of non-Q filed with cash estimated project losses (including non-extraordinary items) and cash payments related thereto and the Securities and Exchange Commission for any quarter shall satisfy effect of excluding entities excluded because of the Borrower’s obligation under this last sentence of Section 5.1(h)(ii1.03(a) with respect to such quarterFIN 46R, on the computation of compliance with the covenants contained in Section 5.03; (iiiii) as soon as available and in any event within 120 not later than 90 days after the end of each fiscal year of the Borrower, a copy copies of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and audited consolidated statements of income, retained earnings and cash flows of the Borrower and its consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion as to such audit report of KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Banks certified in a manner to which the Administrative Agent has not objected, together with a certificate of said officer a Responsible Officer of the Borrower (A) as to compliance with the terms of this Agreement, (B) stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured a Default or Event of 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; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) thereto and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (iiC) setting forth in reasonable detail the calculations demonstrating necessary to demonstrate compliance with Section 5.2(f) 5.03 and (iii) stating whether any change reconciling in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying reasonable detail the effect of such change excluding entities excluded because of the last sentence of Section 1.03(a) with respect to FIN 46R, on the financial statements accompanying such certificatecomputation of compliance with the covenants contained in Section 5.03; (viii) as soon as possible possible, and in any event (A) within 30 five days after any ERISA Event described in clause (i) Responsible Officer has obtained knowledge of the definition occurrence of ERISA any Default or Event with respect to any Plan of Default, written notice thereof setting forth details of such Default or Event of Default and the Borrower or any ERISA Affiliate of actions that the Borrower has occurred taken and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (viiv) promptly after receipt thereof by if the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan Indebtedness of the Borrower becomes rated by ▇▇▇▇▇’▇ or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) S&P, promptly after receipt thereof by upon the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence obtaining knowledge thereof, notice of all actions, suits, proceedings any withdrawal or other events (A) change or proposed withdrawal or change of the type described in Section 4.1(g) rating of any of the Borrower’s Indebtedness by ▇▇▇▇▇’▇ or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c)S&P; (xv) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which that the Borrower sends to any of its public security holders of common stock; (if any)vi) promptly, and copies of all regularin any event within 10 Business Days, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, a Responsible Officer has obtained knowledge of the Borrower commencement or occurrence thereof, notice of (A) any action, suit, investigation, litigation or proceeding before any Governmental Authority affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(j) which could reasonably be expected to have a Material Adverse Effect; and (B) any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (vii) in addition to any information, records, reports, notices, or other documents required to be provided under subsections (A) through (D) below, any information provided by a Loan Party pursuant to this provision will include a written statement setting forth details as to such ERISA Event and the Agent action, if any, that each Loan Party and its ERISA Affiliates propose to take with respect thereto. (A) Within 10 Business Days after any Loan Party knows or has reason to know that any ERISA Event has occurred which is reasonably likely to result in liability to the LC Issuing Bank Loan Party in excess of $25,000,000, a statement of a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or ERISA Affiliate has taken and proposes to take with respect thereto and (II) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to ERISA, a copy of such records, documents and information. (B) Within 10 Business Days after receipt thereof by any Loan Party or any Lender ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (1) the imposition of Withdrawal Liability by any such Multiemployer Plan, (2) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan, if the amount of liability incurred, or that may be incurred, by such Loan Party in connection with any event described in clause (1) or (2) is reasonably likely to be in excess of $25,000,000. (C) Within 10 Business days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC of its intention to seek termination of any Plan or of the appointment of a trustee thereunder, which in either case is reasonably likely to result in liability to such Loan Party in excess of $25,000,000. (D) Within 10 Business Days of the occurrence of any event affecting any Plan which could result in the incurrence by any Loan Party or any ERISA Affiliate of any liability incurred, or that may be incurred, by any Loan Party under any post-retirement Welfare Plan that is reasonably likely to be in excess of $25,000,000, copies of all notices related thereto. (viii) such other information as any Bank through the Administrative Agent may from time to time reasonably request. Documents Information required to be delivered pursuant to Section 5.1(h)(ii5.01(d)(i) or Section 5.1(h)(iii5.01(d)(ii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified notice to the Administrative Agent and the Lenders; or (ii) on which that such documents are information has been posted on the Borrower’s behalf website on SyndTrak the Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or at another relevant website, if any, to which each of website identified in such notice and accessible by the Agent and each Lender has accessBanks without charge; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of the information referred to in such documents Sections to the Administrative Agent or for distribution to (x) any Bank to which the above referenced websites are for any reason not available if such Lender Bank has so notified the Borrower and (until a written request to cease delivering y) any Bank that has notified the Borrower that it desires paper copies is given by of all such information; provided further that the Administrative Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting Banks as provided in Section 8.02 of any documentsmaterials delivered pursuant to this Section 5.01(d) (other than clause (v) hereof). The Agent shall have no obligation Information required to request the delivery of, or be delivered pursuant to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender Section 5.01(d)(v) shall be solely responsible for requesting delivery deemed to it or maintaining its copies of such documentshave been delivered on the date when posted on a website as provided in the preceding sentence.

Reporting Requirements. Furnish United Rentals will provide to each Lender in the manner prescribed in Buyer the last paragraph of this subsection (h):following: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the BorrowerUnited Rentals, a consolidated balance sheet sheets of the Borrower United Rentals and its Subsidiaries as at of the end of such quarter and consolidated statements of income and cash flows retained earnings of the Borrower United Rentals and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to chief financial officer of United Rentals. Notwithstanding the Agent foregoing, in the event the due date for delivery of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) such financials is waived or extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such quartertime each of Scotia Capital, PNC, BTMU, ST and BMO ▇▇▇▇▇▇ are Revolving Credit Lenders (as defined in the Credit Agreement) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; (iiiii) as soon as available and in any event within 120 90 days after the end of each fiscal year of the BorrowerUnited Rentals, a copy of the audited consolidated balance sheet of the Borrower annual report for such year for United Rentals and its Subsidiaries as at Subsidiaries, containing financial statements for such year audited by Ernst & Young or other independent public accountants of recognized national standing. Notwithstanding the end foregoing, in the event the due date for delivery of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default financials is waived or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such yeartime each of Scotia Capital, PNC, BTMU, ST and BMO ▇▇▇▇▇▇ are Revolving Credit Lenders (as defined in the Credit Agreement) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; (iii) notice of the termination of the Credit Agreement by the lenders thereunder as soon as reasonably practicable, but in any event within one (1) Business Day of the earlier of receipt by the Collection Agent or the Originator of notice of such termination and the effectiveness of such termination; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event within five (A5) within 30 days after any ERISA the occurrence of each Event described in clause (i) of the definition Termination or Incipient Event of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurredTermination, a statement of a Senior Financial Officer describing the chief financial officer or treasurer of United Rentals setting forth details of such ERISA Event of Termination or Incipient Event of Termination and the action, if any, which action that the Borrower or such ERISA Affiliate Originator has taken and proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (xv) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower that United Rentals sends to any of its public security holders (if any)securityholders, and copies of all regular, periodic reports and special reports, and all registration statements and periodic that United Rentals or special reports, if any, which the Borrower any Subsidiary files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.;

Reporting Requirements. Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (h):Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f5.2(h) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. Furnish to each Lender in During the manner prescribed in the last paragraph term of this subsection (h):Loan Agreement, the Borrower shall furnish or cause to be furnished to the Administrative Agent and each Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that (A) with respect to the Borrower proposes to take (x) commencing with respect thereto; (ii) the fiscal year ending in 2015, as soon as 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, a consolidated balance sheet copy of the Borrower unaudited financial statements of the Borrower, and its Subsidiaries so long as at such unaudited financial statements are on a consolidated basis and include the Borrower, those of the Parent, as of the end of such quarter and consolidated statements of income and cash flows month, certified by an officer or director of the Borrower or the Parent (which certification shall state that the related balance sheets and its Subsidiaries statements fairly present the financial condition and results of operations for such fiscal quarter and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the period commencing at same form and scope as the end relevant certification delivered in connection with such filing), delivery of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) which financial statements shall be accompanied by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said such officer stating or director to the effect that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to specifying the nature details thereof and the any action that the Borrower proposes taken or proposed to take be taken with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities thereto and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iiiy) as soon as available available, and in any event within 120 two-hundred seventy (270) days after the end of each fiscal year of the BorrowerBorrower (commencing with the fiscal year ending in 2015), a copy of the audited consolidated annual balance sheet for such fiscal year of the Borrower Borrower, and its Subsidiaries so long as such audited annual balance sheet is on a consolidated basis and includes the Borrower, those of the Parent, as at the end of such fiscal year and consolidated year, together with the related audited statements of incomeearnings, retained earnings stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, together certified by an officer or director of the Borrower or the Parent (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal year, subject to year-end audit adjustments and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing), delivery of which balance sheets and statements shall be accompanied by a certificate of said such officer stating or director to the effect that no Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Unmatured Event of Default or Unmatured Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (B) if Imperial is no longer a statement Publicly Traded Company or if Imperial fails to timely make any necessary filings with the Securities and Exchange Commission, (x) as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of Imperial, a copy of the unaudited financial statements of Imperial, as of the end of such month, certified by an officer or director of Imperial (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the nature thereof same form and scope as the relevant certification delivered in connection with such filing) and (y) as soon as available, and in any event within two-hundred seventy (270) days after the end of each fiscal year of Imperial, a copy of the audited annual balance sheet for such fiscal year of Imperial as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’ equity and cash flows for such fiscal year, certified by an officer or director of Imperial (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal year, subject to year-end audit adjustments and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing); (ii) as soon as possible and in any event within two (2) Business Days after any officer of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Servicer, the Guarantor or Imperial has actual knowledge of, (A) the occurrence of an Event of Default or an Unmatured Event of Default, an officer’s certificate of the Borrower setting forth details of such event and the action that the Borrower proposes to take with respect thereto; provided that delivery by thereto and (B) the Borrower downgrade, withdrawal or suspension of the financial strength rating of any Issuing Insurance Company, notice to the Administrative Agent of copies thereof; (iii) a copy of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearServicer Report on each Servicer Report Date; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) abovepromptly, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (xi) promptly after requestedtime, such other information information, documents, records or reports respecting the businessCollateral, properties, results of operations, prospects, revenues, the Subject Policies or the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or any Lender under or as contemplated by this Loan Agreement and the other Transaction Documents, including but not limited to, upon each sale of a Pledged Policy, a report that shall include such information as the Administrative Agent shall reasonably request. Documents required , calculated as of before such sale and after such sale, taking into account the application of the proceeds of such sale; (v) as soon as possible upon learning of the death of any Insured, an email notification to be delivered pursuant the Administrative Agent of (A) the identity of such Insured, (B) the cost basis (purchase price paid by the first person that purchased such Pledged Policy that was an Affiliate of the Borrower, the Parent, a Seller or Imperial or, if such Pledged Policy was acquired by such Affiliate in a foreclosure process, the amount of indebtedness allocated to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically such Pledged Policy by such Affiliate plus any additional accrued and unpaid interest thereon as of the date of foreclosure and, if so deliveredin each case, shall be deemed to have been delivered on plus premiums paid thereon after the date of foreclosure or purchase, as applicable, and until the Closing Date) of the Pledged Policy relating to such Insured, (iC) on the Net Death Benefit of the Pledged Policy relating to such Insured, (D) the two (2) Life Expectancy Reports delivered with respect to such Insured relating to the applicable Advance and the names of the Pre-Approved Medical Underwriters which provided such Life Expectancy Reports, (E) the Borrower posts such documentsdate the Pledged Policy was first acquired by an Affiliate of the Borrower, the Parent, a Seller, or provides a link theretoImperial relating to such Insured and (F) the date of birth and date of death of such Insured; (vi) no later than the Closing Date, and thereafter on a website on December 1 of each calendar year (including the internet at a website address previously specified current calendar year), an annual budget substantially in form of Exhibit E (each, an “Annual Budget”). Within five (5) Business Days of delivery of the first such Annual Budget, and thereafter within twenty (20) Business Days of delivery of each subsequent Annual Budget to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Administrative Agent and each Lender has accessLender, the Required Lenders will specify to the Administrative Agent, and the Administrative Agent will advise the Borrower the amount they have approved in their sole and absolute discretion for funding through Advances and/or Collections in respect of Expenses and scheduled Premiums on the Pledged Policies for (a) in the case of the first such Annual Budget, the current calendar year, and (b) in the case of any subsequent Annual Budget the succeeding calendar year; provided that (i) upon the request of the Agent or at any Lendertime, in their sole and absolute discretion, the Required Lenders may notify the Administrative Agent and Borrower shall deliver paper copies of that they approve increases in such documents amounts or direct decreases in such amounts; and (vii) to the Agent extent not prohibited by Applicable Law, within two (2) Business Days after receipt, all notices, communications and other information (including medical information) related to a Pledged Policy or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documentsrelated Insured.

Reporting Requirements. Furnish From the date hereof and thereafter for so long as any portion of the Commitment (or any portion thereof), any Loan or any Letter of Credit is outstanding or any Loan Party is indebted to each Lender the Agent and/or any of the Banks under any Loan Document, the Borrower will, unless the Majority Banks shall otherwise consent in writing, furnish or cause to be furnished to the manner prescribed in the last paragraph of this subsection (h):Agent: (ia) as soon as possible and in any event within five Business Days after the occurrence upon acquiring knowledge of each Unmatured Default or an Event of Default or Default, continuing on the date of such statement, a the written statement of a Senior Financial Officer an officer of the Borrower setting forth details of such Unmatured Event of Default or Event of Default and the action that which the Borrower proposes to take with respect thereto; (iib) as soon as available practicable after the end of each Fiscal Year and in any event within 60 ninety (90) days thereafter, the Borrower's GAAP Balance Sheet as at the end of such Fiscal Year and the related Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows for such Fiscal Year setting forth in each case the corresponding figures for the preceding Fiscal Year, such Borrower's GAAP Balance Sheet, Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows to be certified by a firm of independent certified public accountants of nationally recognized standing or other firm of independent certified public accountants selected by the Borrower and reasonably acceptable to the Majority Banks (it being understood that, so long as the Borrower is required to file an Annual Report on Form 10-K with the Securities and Exchange Commission, the foregoing requirements of this Section 5.03(b) shall be deemed satisfied if the Borrower has delivered to the Agent copies of its Annual Report on Form 10-K for the relevant Fiscal Year, certified by an officer of the Borrower in an Officer's Certificate as being true and correct copies thereof); (c) as soon as is practicable after the end of each Fiscal Quarter and in any event within sixty (60) days thereafter, the Borrower's GAAP Balance Sheet as of the first three quarters end of such Fiscal Quarter, the related Borrower's Consolidated Income Statement for such Fiscal Quarter and the portion of the Fiscal Year to that date and the related Borrower's Consolidated Statement of Cash Flows for the portion of the Fiscal Year to that date, subject to changes resulting from year-end adjustments, such Borrower's GAAP Balance Sheet, Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows to be prepared and certified by an officer of the Borrower in an Officer's Certificate as having been prepared in accordance with GAAP except for footnotes and year-end adjustments, and to be in form reasonably satisfactory to the Majority Banks (it being understood that, for so long as the Borrower is required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, the foregoing requirements of this Section 5.03(c) shall be deemed satisfied if the Borrower has delivered to the Agent copies of such quarterly report on Form 10-Q, certified by an officer of the Borrower in an Officer's Certificate as being true and correct copies thereof); (d) simultaneously with the furnishing of each fiscal year of the Borroweryear-end financial statements of the Borrower and the Subsidiaries to be delivered pursuant to Section 5.03(b) and each of the quarterly statements of the Borrower and the Subsidiaries to be delivered pursuant to Section 5.03(c) an Officer's Certificate of an officer of the Borrower which shall contain a statement in the form of Exhibit F to the effect that no Event of Default or Default has occurred, without having been waived in writing, or if there shall have been an Event of Default not previously waived in writing pursuant to the provisions hereof, or a Default, such Officer's Certificate shall disclose the nature thereof. In each such Officer's Certificate the officer of the Borrower shall also calculate, set forth and certify to the accuracy of the amounts required to be calculated in the financial covenants of the Borrower contained in this Agreement and described in Exhibit F; (e) not later than April 30 of each Fiscal Year, projections for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter related consolidated income statement and consolidated statements statement of income and cash flows of the Borrower and its Subsidiaries for the period commencing at Borrower, in each case prepared in accordance with GAAP, as of the end of and for such Fiscal Year and setting forth the previous fiscal year and ending with the end assumptions used in preparing such projections) and, promptly when available, any revisions of such quarterprojections which, all in the reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year judgment of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such yearare material; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request; (ixf) promptly after the Borrower becomes aware of the occurrence commencement thereof, notice of all material actions, suitssuits and proceedings before any court or governmental department, proceedings commission, board, bureau, agency or other events (A) of instrumentality, domestic or foreign, against the type described in Section 4.1(g) or (B) for Borrower and/or any Subsidiary which the Agent, the LC Issuing Bank have reasonable merit and the Lenders will be entitled to indemnity under Section 8.4(c)if adversely determined would have a Material Adverse Effect; (xg) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all material regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any of the Material Subsidiaries files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; andCommission; (xih) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, properties or the condition or operations, financial or otherwise, of the Borrower or any of its the Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably requestrequest (subject at all times to the Agent's and every Bank's agreement and understanding that the Borrower and/or any Subsidiary will not provide any information, documents or materials protected by the Borrower's or such Subsidiary's attorney client privilege and/or the attorney work product doctrine); (i) written notice of the fact and of the details of any sale or transfer of any material ownership interest in any Material Subsidiary given promptly after the Borrower acquires knowledge thereof; provided, however, that this clause shall not be deemed to constitute or imply any consent to any such sale or transfer; (j) prompt written notice of any event or condition which has had, is having or would in the reasonably foreseeable future be likely to have a Material Adverse Effect, and an explanation thereof and of the actions the Borrower and/or any Subsidiary propose to take with respect thereto; (k) written notice of any of the following events which could have a Material Adverse Effect, as soon as possible and in any event within 15 days after the Borrower knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, or (ii) the institution of proceedings or the taking or expected taking of any other action by the PBGC or any Loan Party or any Commonly Controlled Entity to terminate, withdraw or partially withdraw from any Plan and, with respect to any Multiemployer Plan, the reorganization (as defined in Section 4241 of ERISA) or insolvency (as defined in Section 4245 of ERISA) of such Plan and in addition to such notice, deliver to the Agent whichever of the following may be applicable: (a) an Officer's Certificate setting forth details as to such Reportable Event and the action that the applicable Loan Party or Commonly Controlled Entity proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (b) any notice delivered by the PBGC evidencing its intent to institute such proceedings or any notice to the PBGC that such Plan is to be terminated, as the case may be; (l) promptly and in any event within five (5) days thereafter, written notice of any failure to make any payment when due on any Indebtedness for Borrowed Money of the Borrower or any Subsidiary having an outstanding principal balance of $10,000,000 or more; and (m) promptly and in any event within five (5) days after receipt thereof, written notice of any change in any rating of the Borrower's Senior Debt Securities. Documents Information required to be delivered pursuant to this Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, 5.03 shall be deemed to have been delivered on the date (i) on which the Borrower posts if such documentsinformation, or provides a link theretoone or more annual, on a website on the internet at a website address previously specified quarterly or other reports containing such information, shall have been furnished to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic Banks via E-mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.