Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. Concurrently with the delivery of any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Borrower, any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in pro forma compliance with the delivery financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of any the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Sections Section 6.01(a) or (b) and (biii) above, a reconciliation statement or other statement reflecting the adjustments necessary at all times after giving effect to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoingdesignation, (A) the obligations in clauses (a) and (b) of this such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, other than as contemplated by Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand7.02(d)(iii), (B) (i) in the event that neither the Borrower (nor any Restricted Subsidiary will have any direct or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K indirect obligation for any fiscal year (obligation or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope liability of such audit (Unrestricted Subsidiary, other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this as contemplated by Section 6.017.02(d)(iii) and (iiC) in the event that neither the Borrower (or nor any Parent Holding Company or Restricted Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not will be required to contain all purchase accounting adjustments relating maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Transactions Borrower or any other transactions permitted hereunder to the extent Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts a “Restricted Subsidiary” for the target purpose of such acquisition or (y) omitting the target of such acquisition from the required financial statements any Indebtedness of the Borrower and or its Subsidiaries for Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable period and Borrower or the period thereafterrelevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of all such Person’s outstanding Investment therein.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to Sections in Section 6.01(a) and Section 6.01(b), such supplemental financial information (bwhich need not be audited) above, a reconciliation statement or other statement reflecting the adjustments as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable with respect to financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets information of the Borrower and its combined Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”b) or (II) or any Parent Holding Companyof this Section 6.01); provided that to the extent such information relates is in lieu of information required to a Qualified Reporting Subsidiary or a Parent Holding Companybe provided under Section 6.01(a), such information is materials are accompanied by customary consolidating information that explains in reasonable detail a report and opinion of the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, Borrower’s auditor on the one handClosing Date, and the information relating to the Borrower Parties on a standalone basis, on the any other hand, (B) (i) in the event that the Borrower (accounting firm of nationally or any Parent Holding Company regionally recognized standing or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers another accounting firm reasonably acceptable to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction)Agent, as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and which report and opinion required by such clause (a) shall be prepared in accordance with generally accepted auditing standards and such report and opinion does shall not contain be subject to any qualification as to the Borrower’s ability to continue as a “going concern” exception and without any exception as to the scope of such audit (”, other than any such qualificationqualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b)an upcoming maturity date, (Ciii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase business combination accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to Sections in Section 6.01(a) and (bSection 6.01(b) above, a reconciliation statement such information (which need not be audited or other statement reflecting reviewed by the adjustments necessary auditors) reasonably sufficient to eliminate identify the accounts of Indebtedness and Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries (if any) from such consolidated financial statements). Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable with respect to financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets information of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) by furnishing the Borrower’s Form 10-K or (II) or any Parent Holding Company10-Q, as applicable, filed with the SEC; provided that that, to the extent such information relates is in lieu of information required to be provided under Section 6.01(a), so long as a Qualified Reporting Subsidiary or a Parent Holding Companyreport and opinion of the Borrower’s auditor is not included therein, such information is materials are accompanied by customary consolidating information that explains in reasonable detail a report and opinion of the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, Borrower’s auditor on the one handClosing Date, and the information relating to the Borrower Parties on a standalone basis, on the any other hand, (B) (i) in the event that the Borrower (accounting firm of nationally or any Parent Holding Company regionally recognized standing or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers another accounting firm reasonably acceptable to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction)Agent, as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and which report and opinion required by such clause (a) shall be prepared in accordance with generally accepted auditing standards and such report and opinion does shall not contain be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception and without (excluding any exception as to the scope “emphasis of such audit (matter” paragraph), other than any such qualificationstatement, exceptionqualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b)an upcoming maturity date, (Ciii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to Sections in Section 6.01(a) and (bSection 6.01(b) above, a reconciliation statement such information (which need not be audited or other statement reflecting reviewed by the adjustments necessary auditors) reasonably sufficient to eliminate identify the accounts of Indebtedness and Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries (if any) from such consolidated financial statements). Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable with respect to financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets information of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) by furnishing the Borrower’s Form 10-K or (II) or any Parent Holding Company10-Q, as applicable, filed with the SEC; provided that that, to the extent such information relates is in lieu of information required to be provided under Section 6.01(a), so long as a Qualified Reporting Subsidiary or a Parent Holding Companyreport and opinion of the Borrower’s auditor is not included therein, such information is materials are accompanied by customary consolidating information that explains in reasonable detail a report and opinion of the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, Borrower’s auditor on the one handClosing Date, and the information relating to the Borrower Parties on a standalone basis, on the any other hand, (B) (i) in the event that the Borrower (accounting firm of nationally or any Parent Holding Company regionally recognized standing or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers another accounting firm reasonably acceptable to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction)Agent, as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and which report and opinion required by such clause (a) shall be prepared in accordance with generally accepted auditing standards and such report and opinion does shall not contain be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception and without (excluding any exception as to the scope “emphasis of such audit (matter” paragraph), other than any such qualificationstatement, exceptionqualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b)an upcoming maturity date, (Ciii) activities, operations, financial results or 166 |US-DOCS\134569911.8148772134.4|| liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently with the delivery of any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand[reserved], (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) (but which may contain an explanatory note or emphasis of matter paragraph) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be 186 delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafterthereafter (and, solely with respect to this clause (y), only so long as the applicable rules and regulations of the SEC permit such treatment in the Borrower’s consolidated financial statements).

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a) and (b6.01(b) above, a reconciliation statement or other statement the related consolidating financial statements (which need not be audited) reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable with respect to financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets information of the Borrower and its combined and consolidated Subsidiaries by furnishing (a “Qualified Reporting Subsidiary”i) the applicable financial statements of any direct or indirect parent of the Borrower that directly or indirectly holds all of the Equity Interests of the Borrower or (IIii) the Borrower’s or any Parent Holding Companysuch entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii) (A) to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Companyparent of the Borrower, such information is accompanied by customary consolidating information (which need not be audited) that explains in reasonable detail the material differences between the information relating to the such Qualified Reporting Subsidiary or any Parent Holding Companyparent and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower Parties and the Restricted Subsidiaries on a standalone basis, on the other hand, hand and (B) (i) to the extent such information is in the event that the Borrower (lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Xxxxx Xxxxxxxx LLP or any Parent Holding Company other independent registered public accounting firm of nationally recognized standing or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers another accounting firm reasonably acceptable to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction)Agent, as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and which report and opinion required by such clause (a) shall be prepared in accordance with generally accepted auditing standards and such report and opinion does shall not contain be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit (other than any such qualificationstatement, exception, explanatory note qualification or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (exception resulting from an actual or any Parent Holding Company anticipated financial covenant default or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdictionan upcoming maturity date), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any . Any financial statements required to be delivered pursuant to Sections Section 6.01(a), (b) and 6.01(bor (d) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to Sections in Section 6.01(a) and (bSection 6.01(b) above, a reconciliation statement such information (which need not be audited or other statement reflecting reviewed by the adjustments necessary auditors) reasonably sufficient to eliminate identify the accounts of Indebtedness and Consolidated Adjusted EBITDA attributable to all Unrestricted Subsidiaries (if any) from such consolidated financial statements). Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable with respect to financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets information of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) by furnishing the Borrower’s Form 10-K or (II) or any Parent Holding Company10-Q, as applicable, filed with the SEC; provided that that, to the extent such information relates is in lieu of information required to be provided under Section 6.01(a), 141 so long as a Qualified Reporting Subsidiary or a Parent Holding Companyreport and opinion of the Borrower’s auditor is not included therein, such information is materials are accompanied by customary consolidating information that explains in reasonable detail a report and opinion of the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, Borrower’s auditor on the one handClosing Date, and the information relating to the Borrower Parties on a standalone basis, on the any other hand, (B) (i) in the event that the Borrower (accounting firm of nationally or any Parent Holding Company regionally recognized standing or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers another accounting firm reasonably acceptable to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction)Agent, as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and which report and opinion required by such clause (a) shall be prepared in accordance with generally accepted auditing standards and such report and opinion does shall not contain be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception and without (excluding any exception as to the scope “emphasis of such audit (matter” paragraph), other than any such qualificationstatement, exceptionqualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b)an upcoming maturity date, (Ciii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to Sections in Section 6.01(a) and (bSection 6.01(b) above, a reconciliation statement or other statement reflecting the adjustments such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Parent and its Subsidiaries by furnishing, at the Borrower’s option, furnishing (i) the applicable financial statements orof any Person of which the Parent is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Parent’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of filed with the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding CompanySEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding CompanyEntity and there are material differences between the financial information at such Parent Entity and the Parent, such information is accompanied by customary consolidating such supplemental financial information that explains in reasonable detail (which need not be audited) as is necessary to eliminate the material differences between accounts of such Parent Entity and each of its Subsidiaries, other than the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, its Subsidiaries and (B) (i) to the extent such information is in the event that the Borrower (or any Parent Holding Company or Subsidiary lieu of a Parent Holding Company allowed information required to be delivered pursuant to provided under Section 6.01(a), such materials are accompanied by a report and opinion of such Parent Entity’s auditor on the terms hereof) delivers Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction)Agent, as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and which report and opinion required by such clause (a) shall be prepared in accordance with generally accepted auditing standards and such report and opinion does shall not contain be subject to any explanatory statement as to the Parent’s ability to continue as a “going concern” or like qualification or exception and without (excluding any exception as to the scope “emphasis of such audit (matter” paragraph), other than any such qualificationstatement, exceptionqualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b)an upcoming maturity date, (Ciii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a) and (b6.01(b) above, a reconciliation statement or other statement reflecting the adjustments such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the US Borrower’s option, (i) the applicable financial statements or, as applicable, forecasts of (I1) any Wholly Owned successor of Holdings, (2) any wholly-owned Restricted Subsidiary of the Borrower Holdings that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower Holdings and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II3) any Person of which the US Borrower is a Subsidiary (such Person, a “Parent Entity”) or any (ii) Holdings’ or a Qualified Reporting Subsidiary’s or Parent Holding CompanyEntity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Qualified Reporting Subsidiary Subsidiary, or a Parent Holding CompanyEntity, such information is accompanied by customary consolidating information (which need not be audited) that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding CompanyEntity, on the one hand, and the information relating to the Borrower Parties on a standalone basisHoldings and its Subsidiaries, on the other hand, ; (B) (i) in the event that the Borrower Holdings (or any Qualified Reporting Subsidiary or Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereofEntity) delivers to the Administrative Agent an Annual Report on a Form 10-K for any fiscal year (or similar filing in the applicable jurisdictionApplicable Jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdictionApplicable Jurisdiction, in each case), within the time frames set forth in clause paragraph (a) aboveof this Section 6.01, such Form 10-K shall satisfy all requirements of clause paragraph (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause paragraph (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit qualification (other than any such qualification, exception, explanatory note or explanatory paragraph qualification expressly permitted to be contained therein under clause paragraph (a) of this Section 6.01) and (ii) in the event that the Borrower Holdings (or any Qualified Reporting Subsidiary or Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereofEntity) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdictionApplicable Jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdictionApplicable Jurisdiction, in each case), within the time frames set forth in clause paragraph (b) aboveof this Section 6.01, such Form 10-Q shall satisfy all requirements of clause paragraph (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause paragraph (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses paragraphs (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the US Borrower, (x1) furnishing management accounts for the target of such acquisition or (y2) omitting the target of such acquisition from the required financial statements of the Borrower Holdings and its Subsidiaries for the applicable period and the period thereafter. Notwithstanding the foregoing, upon the request of the US Borrower in connection with any material Permitted Investment, the Administrative Agent may consent to a thirty-day extension to the deadlines in this Section 6.01.

Unrestricted Subsidiaries. Concurrently For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a9.1(a) and (b9.1(b) above, a reconciliation statement or other statement the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements 149 LPL – Conformed A&R Credit Agreement Documents required to be delivered pursuant to Sections 6.01(a9.1(a), 9.1(b) and 6.01(b9.1(g)(i) may be delivered electronically and if so delivered, shall not be required deemed to contain all purchase accounting adjustments relating have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Transactions or any other transactions permitted hereunder Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the extent it Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is not practicable to include given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such adjustments in documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such financial statements, documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and (D) following the consummation maintaining its copies of an acquisition in the applicable period or the period thereafter, the obligations in clauses such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of this Section 6.01 the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, its Subsidiaries or its or their respective securities (x) furnishing management accounts for each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements Borrower agrees to identify that portion of the Borrower and its Subsidiaries for Materials that may be distributed to the applicable period Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be obligated to xxxx such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the period thereafterLenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on a portion of the Platform not designated “Public Side Information”.

Unrestricted Subsidiaries. Concurrently with the delivery of Article XXXIX The Company may at any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) time designate any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (other than a “Qualified Reporting Subsidiary”Borrower) or (II) as an Unrestricted Subsidiary or any Parent Holding CompanyUnrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Company shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Sections 7.08 and 7.09, and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Incremental Equivalent Debt, Incremental Term Loan, Refinancing Notes, Refinancing Junior Loans or other Indebtedness for borrowed money with an aggregate outstanding principal amount in excess of $75,000,000, and any Permitted Refinancing Indebtedness of any of the foregoing (and successive Permitted Refinancing Indebtedness thereof), in each case, to the extent such information relates to a Qualified Reporting concept exists therein. The designation of any CHAR1\0000000x0 Subsidiary or a Parent Holding Company, such information is accompanied as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by customary consolidating information that explains the Company therein at the date of designation in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating an amount equal to the Borrower Parties on fair market value of the Company’s or its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Credit Party or Restricted Subsidiary at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 7.05. The Company may designate any Unrestricted Subsidiary as a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or Restricted Subsidiary at any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers time by written notice to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing if after giving effect to such designation, the Company is in the applicable jurisdiction), as filed compliance with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames financial covenants set forth in clause (a) aboveSections 7.08 and 7.09 on a Pro Forma Basis, such Form 10-K shall satisfy all requirements no Default or Event of clause (a) of this Section 6.01 Default exits or would otherwise result therefrom and the Company complies with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein obligations under clause (a) of this Section 6.016.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Company at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Company in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered Unrestricted Subsidiaries pursuant to the terms hereof) delivers above in an amount equal to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter fair market value at the date of such designation of the Company’s or its Subsidiary’s (or similar filing in the applicable jurisdiction), as filed with the SEC or applicable) Investment in such form as would have been suitable for filing with the SEC Subsidiary (without giving effect to any write downs or similar governing body in the applicable jurisdiction, in each casewrite offs thereof), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently with the delivery of The Parent Company may at any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) time designate any Wholly Owned Restricted Subsidiary of the (other than a Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding CompanySubsidiary that directly or indirectly owns any Equity Interest issued by such Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Parent Company shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Sections 7.08 and 7.09, and, as a condition precedent to the effectiveness of any such designation, the Parent Company shall deliver to the Administrative Agent in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Incremental Equivalent Debt, Incremental Term Loan, Refinancing Notes, Refinancing Junior Loans or other Indebtedness for borrowed money with an aggregate outstanding principal amount in excess of $50,000,000, and any Permitted Refinancing Indebtedness of any of the foregoing (and successive Permitted Refinancing Indebtedness thereof), in each case, to the extent such information relates to a Qualified Reporting concept exists therein. The designation of any Subsidiary or a as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Holding Company, such information is accompanied by customary consolidating information that explains Company therein at the date of designation in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating an amount equal to the Borrower Parties on fair market value of the Parent Company’s or its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Subsidiary to any Credit Party or Restricted Subsidiary at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 7.05. The Parent Company may designate any Unrestricted Subsidiary as a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or Restricted Subsidiary at any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers time by written notice to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing if after giving effect to such designation, the Parent Company is in the applicable jurisdiction), as filed compliance with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames financial covenants set forth in clause (a) aboveSections 7.08 and 7.09 on a Pro Forma Basis, such Form 10-K shall satisfy all requirements no Default or Event of clause (a) of this Section 6.01 Default exits or would otherwise result therefrom and the Credit Parties comply with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein obligations under clause (a) of this Section 6.016.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by the Parent Company at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Company in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered Unrestricted Subsidiaries pursuant to the terms hereof) delivers above in an amount equal to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter fair market value at the date of such designation of the Parent Company’s or its Subsidiary’s (or similar filing in the applicable jurisdiction), as filed with the SEC or applicable) Investment in such form as would have been suitable for filing with the SEC Subsidiary (without giving effect to any write downs or similar governing body in the applicable jurisdiction, in each casewrite offs thereof), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.. 6.15

Unrestricted Subsidiaries. Concurrently with the delivery (a) The Borrower Agent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if any of any financial statements pursuant to Sections 6.01(a) and its Subsidiaries is a Restricted Subsidiary (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of unless such Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (if anyiii) from immediately after giving effect to such consolidated financial statements. Notwithstanding the foregoing, designation (A) the obligations Borrowers and the Restricted Subsidiaries shall be in clauses compliance, on a historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (aB) Pro Forma Availability shall be at least 25% of the Aggregate Commitments, (C) the aggregate amount of net sales of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (D) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, and (bE) the aggregate amount of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the total assets of the Borrower Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Company and its combined Subsidiaries, and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”iv) or (II) or any Parent Holding Company; provided that prior to the extent effectiveness of any such information relates designation, the Borrower Agent shall deliver to the Administrative Agent a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains certificate setting forth in reasonable detail the material differences between calculations demonstrating compliance with the information relating to such Qualified Reporting preceding subsections (iii)(A) through (iii)(E). The designation of any Subsidiary or any Parent Holding Company, on as an Unrestricted Subsidiary shall constitute an Investment by the one hand, and Company therein at the information relating date of designation in an amount equal to the Borrower Parties on a standalone basis, on the other hand, (B) sum of (i) in the event that Company’s direct or indirect equity ownership percentage of the Borrower net worth of such designated Restricted Subsidiary immediately prior to such designation (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed such net worth to be delivered pursuant calculated without regard to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required guarantee provided by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01designated Restricted Subsidiary) and (ii) in without duplication, the event that aggregate principal amount of all Indebtedness owed by such designated Unrestricted Subsidiary and its Subsidiaries (to the Borrower (extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Company or any Parent Holding Company or Restricted Subsidiary of a Parent Holding Company allowed immediately prior to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction)such designation, all calculated, except as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in the parenthetical to clause (b) abovei), on a consolidated basis in accordance with GAAP (and such Form 10-Q designation shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter only be permitted to the extent that it contains the information required by such clause (bInvestment is permitted under Section 8.02), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently with the delivery of any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s 's option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “"Qualified Reporting Subsidiary”") or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “"going concern” " exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial 191 statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a9.1(a) and (b9.1(b) above, a reconciliation statement or other statement the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements Documents required to be delivered pursuant to Sections 6.01(a9.1(a), 9.1(b) and 6.01(b9.1(g)(i) may be delivered electronically and if so delivered, shall not be required deemed to contain all purchase accounting adjustments relating have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Transactions or any other transactions permitted hereunder Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the extent it Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is not practicable to include given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such adjustments in documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such financial statements, documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and (D) following the consummation maintaining its copies of an acquisition in the applicable period or the period thereafter, the obligations in clauses such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of this Section 6.01 the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, its Subsidiaries or its or their respective securities (x) furnishing management accounts for each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements Borrower agrees to identify that portion of the Borrower and its Subsidiaries for Materials that may be distributed to the applicable period Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be obligated to xxxx such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the period thereafterLenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on a portion of the Platform not designated “Public Side Information”. 143 LPL – A&R Credit Agreement

Unrestricted Subsidiaries. Concurrently The board of directors (or similar governing body) of Borrower may at any time designate any Restricted Subsidiary of Borrower acquired or formed after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that, (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Credit Parties shall be in compliance on a pro forma basis with the delivery of any covenants set forth in Article VII, recomputed for the most recent Fiscal Quarter for which financial statements pursuant have been delivered (or are required to Sections 6.01(ahave been delivered), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously an unrestricted Subsidiary and has been redesignated as a Restricted Subsidiary, (biv) aboveno Subsidiary may be designated as an Unrestricted Subsidiary to the extent that after giving effect thereto, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of all Unrestricted Subsidiaries would (if anyx) from such consolidated financial statements. Notwithstanding the foregoinggenerate more than 5.00% of Consolidated Adjusted EBITDA on a pro forma basis or (y) have total assets (including Stock in other Subsidiaries and excluding investments that are eliminated in consolidation) equal to or greater than 5.00% of Consolidated Total Assets, (Av) Borrower shall deliver to Agent at least three Business Days prior to such designation a certificate of a Responsible Officer of Borrower, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with the obligations in foregoing clauses (ai) and through (biv) of this Section 6.01 may be satisfied by furnishing5.16 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vi) at least ten days prior to the Borrower’s optiondesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable financial statements or“know-your-customer” and anti-money laundering rules and regulations, as applicableincluding the USA Patriot Act, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafterSubsidiary.

Unrestricted Subsidiaries. Concurrently For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a9.1(a) and (b9.1(b) above, a reconciliation statement or other statement the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements 153 Documents required to be delivered pursuant to Sections 6.01(a9.1(a), 9.1(b) and 6.01(b9.1(g)(i) may be delivered electronically and if so delivered, shall not be required deemed to contain all purchase accounting adjustments relating have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Transactions or any other transactions permitted hereunder Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the extent it Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is not practicable to include given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such adjustments in documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such financial statements, documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and (D) following the consummation maintaining its copies of an acquisition in the applicable period or the period thereafter, the obligations in clauses such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of this Section 6.01 the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, its Subsidiaries or its or their respective securities (x) furnishing management accounts for each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements Borrower agrees to identify that portion of the Borrower and its Subsidiaries for Materials that may be distributed to the applicable period Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be obligated to mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the period thereafterLenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on a portion of the Platform not designated “Public Side Information”.

Unrestricted Subsidiaries. Concurrently For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of the consolidated revenues or total assets, as applicable, of the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a9.1(a) and (b9.1(b) above, a reconciliation statement or other statement the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements Documents required to be delivered pursuant to Sections 6.01(a9.1(a), 9.1(b) and 6.01(b9.1(g)(i) may be delivered electronically and if so delivered, shall not be required deemed to contain all purchase accounting adjustments relating have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Transactions or any other transactions permitted hereunder Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the extent it Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is not practicable to include given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such adjustments in documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such financial statements, documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and (D) following the consummation maintaining its copies of an acquisition in the applicable period or the period thereafter, the obligations in clauses such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of this Section 6.01 the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, its Subsidiaries or its or their respective securities (x) furnishing management accounts for each, a “Public Lender”). Before distribution of any Borrower Materials to Lenders, the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements Borrower agrees to identify that portion of the Borrower and its Subsidiaries for Materials that may be distributed to the applicable period Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such information is or is not Public Side Information the Borrower shall not be obligated to mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the period thereafterLenders to 134 LPL – Conformed A&R Credit Agreement treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on a portion of the Platform not designated “Public Side Information”.

Unrestricted Subsidiaries. Concurrently with the delivery of any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement (which may be unaudited) reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Parent Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any successor of the Parent Borrower or (II) any Wholly Owned Restricted Subsidiary of the Parent Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Parent Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company); provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding CompanySubsidiary, such information is accompanied by customary consolidating information (which may be unaudited) that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding CompanySubsidiary, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Parent Borrower (or any Parent Holding Company or a Qualified Reporting Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Parent Borrower (or any Parent Holding Company or Qualified Reporting Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Parent Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Parent Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently Simultaneously with the delivery of any each set of consolidated financial statements pursuant referred to in Sections 6.01(a) and (b6.01(b) above, a reconciliation statement or other statement reflecting the adjustments such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing, at the Borrower’s option, the applicable with respect to financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Subsidiary of the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the assets information of the Borrower and its combined and consolidated Subsidiaries by furnishing (a “Qualified Reporting Subsidiary”i) the applicable financial statements of any direct or indirect parent of the Borrower that directly or indirectly holds all of the Equity Interests of the Borrower or (IIii) the Borrower’s or any Parent Holding Companysuch entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Companyparent of the Borrower, such information is accompanied by customary consolidating supplemental financial information (which need not be audited) that explains in reasonable detail the material differences between the information relating to the Borrower (or such Qualified Reporting Subsidiary or any Parent Holding Companyparent), on the one hand, and the information relating to the Borrower Parties and the Restricted Subsidiaries on a standalone basis, on the other hand, hand and (B) (i) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the such information and is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion required by such clause (a) and such of the Borrower’s auditor on the Closing Date, any other independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Controlling Party, which report and opinion does shall be prepared in accordance with generally accepted auditing standards and shall not contain be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and without their Restricted Subsidiaries) or any qualification or exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any audit. Any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) this Section 6.01 shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafter.

Unrestricted Subsidiaries. Concurrently with The Borrower may designate, by written notice to the delivery Collateral Agent, any of its Subsidiaries which is a Restricted Subsidiary, other than Kaynar, Banner and any Subsidiary which is part of the Operating Unit known as Xxxxxxxxx Fasteners Group, as an Unrestricted Subsidiary at any time and from time to time; provided that at the time of such designation and after giving effect to the designation specified in such notice, (a) the Unrestricted Subsidiaries Net Investment Amount does not exceed $20,000,000 as of the date of any financial statements pursuant to Sections 6.01(a) and such designation, (b) aboveno Event of Default or Potential Event of Default has occurred and is continuing unwaived, (c) on a reconciliation statement pro forma basis, determined for the four (4) Fiscal Quarters immediately preceding the date of any such designation giving effect to such designation as though it had occurred on the first day of such four Fiscal Quarter period, no breach of any covenant included in Article XI would have occurred as evidenced by written confirmation of the calculation of the covenants included in Article XI for such period delivered to the Collateral Agent concurrent with the related notice of such designation, (d) the sum of (i) the amount of cash held by the Borrower and the Restricted Subsidiaries at such time after giving effect to such designation plus (ii) the amount of Availability at such time equals at least $25,000,000, (e) the Restricted Subsidiary the Borrower wishes to designate as an Unrestricted Subsidiary has no Subsidiary which is part of the Xxxxxxxxx Fasteners Group Operating Unit or other statement reflecting an Investment in a Person which is part of the adjustments necessary Xxxxxxxxx Fasteners Group Operating Unit and (f) the Collateral Agent has consented to eliminate such designation. For purposes of the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoingaforesaid provisions, (A) the obligations in clauses (a) and (b) "date of this Section 6.01 may designation" shall be satisfied by furnishing, at deemed to be the date on which the Borrower’s option, 's notice states that the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned subject Restricted Subsidiary of the Borrower that, together with its combined shall become an Unrestricted Subsidiary and consolidated Restricted Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (II) or any Parent Holding Company; provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, such information is accompanied by customary consolidating information that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary or any Parent Holding Company, on the one hand, and the information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) no cash or Cash Equivalents on deposit in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to Cash Collateral Account shall be delivered pursuant to the terms hereof) delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing included in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth calculation described in clause (ad) above, such Form 10-K . The designation of a Restricted Subsidiary as an Unrestricted Subsidiary as provided above shall satisfy all requirements of clause (a) have no retroactive effect on compliance with any provisions of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of clause (b) of this Section 6.01 with respect to such fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition or (y) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and the period thereafterAgreement.