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 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 with Notwithstanding anything to the delivery of any financial statements pursuant contrary contained in this Agreement, (i) the Borrower may create or acquire one or more Subsidiaries and designate (by written notice to Sections 6.01(athe Administrative Agent and each Bank) and such Subsidiary or Subsidiaries as an “Unrestricted Subsidiary” (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of which Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoingmay include, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishingwithout limitation, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Person which is a Subsidiary of the Borrower thaton the Restatement Effective Date, together with its combined and consolidated Restricted (ii) such Unrestricted Subsidiaries shall not (x) constitute Material Subsidiaries, constitutes substantially all (y) constitute Subsidiaries for purposes of the definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and the operations, assets and liabilities of such Unrestricted Subsidiaries shall not be included in determining compliance with the financial covenants set forth in Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the definition of Net Worth), (iii) the financial reports required to be provided hereunder (including, without limitation, those provided pursuant to Section 6.01) shall be prepared in a manner (reasonably satisfactory to the Administrative Agent) which distinguishes the operations, assets and liabilities of the Unrestricted Subsidiaries from those 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 statementsSubsidiaries, and (Div) following the consummation sum 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 aggregate amount paid by the Borrower and its Subsidiaries for (other than Unrestricted Subsidiaries) in connection with the applicable period acquisitions of all Unrestricted Subsidiaries plus (y) the aggregate amount of liability of and recourse to the period thereafterBorrower and its Subsidiaries (other than Unrestricted Subsidiaries) relating to the business and operations of all Unrestricted Subsidiaries (whether pursuant to Contingent Obligations or otherwise) plus (z) the aggregate amount of investments (including loans, advances and capital contributions) by the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in all Unrestricted Subsidiaries shall not exceed $100,000,000 at any time.

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 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 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 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 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 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 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 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 with Notwithstanding anything to the delivery of any financial statements pursuant contrary contained in this Agreement, (i) the Borrower may create or acquire one or more Subsidiaries and designate (by written notice to Sections 6.01(athe Administrative Agent and each Bank) and such Subsidiary or Subsidiaries as an "Unrestricted Subsidiary" (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts of which Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoingmay include, (A) the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied by furnishingwithout limitation, at the Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any Wholly Owned Restricted Person which is a Subsidiary of the Borrower thaton the Effective Date, together with its combined and consolidated Restricted (ii) such Unrestricted Subsidiaries shall not (x) constitute Material Subsidiaries, constitutes substantially all (y) constitute Subsidiaries for purposes of the definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and the operations, assets and liabilities of such Unrestricted Subsidiaries shall not be included in determining compliance with the financial covenants set forth in Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the definition of Net Worth), (iii) the financial reports required to be provided hereunder (including, without limitation, those provided pursuant to Section 6.01) shall be prepared in a manner (reasonably satisfactory to the Administrative Agent) which distinguishes the operations, assets and liabilities of the Unrestricted Subsidiaries from those 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 statementsSubsidiaries, and (Div) following the consummation sum 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 aggregate amount paid by the Borrower and its Subsidiaries for (other than Unrestricted Subsidiaries) in connection with the applicable period acquisitions of all Unrestricted Subsidiaries plus (y) the aggregate amount of liability of and recourse to the period thereafter.Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) relating to the business and operations of all Unrestricted Subsidiaries (whether pursuant to Contingent Obligations or otherwise) plus (z) the aggregate amount of investments (including loans, advances and capital contributions) by the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in all Unrestricted Subsidiaries shall not exceed $100,000,000 at any time. * * *

Unrestricted Subsidiaries. Concurrently (a) During all Unrestricted Periods, Invest in any Unrestricted Subsidiary, Acquire any Unrestricted Subsidiary, or create any Unrestricted Subsidiary (in each case except Investments and Acquisitions in, and the creation of, any Qualified Unrestricted Subsidiary to the extent constituting the contribution of, or paid for with, Equity Interests of the Parent), or do any of the foregoing with the delivery respect to any direct or indirect subsidiary of any financial statements pursuant Unrestricted Subsidiary (whether in cash, or using, contribution of assets or equity interests (except Equity Interests of the Parent) or otherwise), provided that, so long as there exists no Default prior to Sections 6.01(a) and/or after giving effect to any such Investment, the Loan Parties may make Investments in, or make Acquisitions of, or create, any Qualified Unrestricted Subsidiary in an amount which, in the aggregate at any one time outstanding for all Unrestricted Subsidiary Investments, Acquisitions and (b) above, a reconciliation statement or other statement reflecting the adjustments necessary to eliminate the accounts creations of Unrestricted Subsidiaries by all Loan Parties, does not exceed Net Investments of $50,000,000 (if anyexcluding (i) from such consolidated financial statements. Notwithstanding for the foregoingavoidance of doubt, (A) the obligations in clauses (a) transaction costs and (bii) up to $15,000,000 in actual value of this Section 6.01 may Identified Assets that have been used to make an initial Investment (which such value shall be satisfied determined based on the consideration contributed by furnishing, at the BorrowerOther Investor in connection with such Other Investor’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 Companyinitial Equity Interests in such Investment); provided that notwithstanding anything herein to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Companycontrary, 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 Investment with the SEC or in Identified Assets, the value of Identified Assets shall exclude the value of any non-cash consideration for such form as would have been suitable for filing with the SEC Other Investor’s Equity Interest (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 non-cash consideration is not contain any “going concern” exception and without any exception as to the scope acquired in anticipation of such audit Investment)) after the First Amendment Effective Date (other than any specifically including all amounts expended constituting Investments in, and Acquisitions of, Unrestricted Subsidiaries in the calculation of Net Investments for both Restricted Periods and Unrestricted Periods after the First Amendment Effective Date), provided further that in connection with each such qualification, exception, explanatory note Investment or explanatory paragraph expressly permitted Acquisition the value of the assets and equity interests shall be determined in good faith by the Borrower to be contained therein under clause the fair market value of such assets and equity interests on the date of the applicable Investment or Acquisition. For the avoidance of doubt, (ai) all Investments made, Acquisitions made and all related expenditures of this Section 6.01monies contributed, advanced, loaned or otherwise invested in Unrestricted Subsidiaries (but not including transaction costs), shall be included in the determination of Net Investments regardless of (A) when made (during Restricted Periods or otherwise, but only after the First Amendment Effective Date) or (B) whether such Unrestricted Subsidiary was a Qualified Unrestricted Subsidiary on the date of such action or on any date of determination and (ii) the only manner in which any portion of the event that $50,000,000 limitation for Qualified Unrestricted Subsidiaries may be replenished or reinstated is through replenishment from time to time as cash is received by a Loan Party after the Borrower (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed First Amendment Effective Date from Qualified Unrestricted Subsidiaries in Dollars and used to be delivered pursuant to repay the terms hereof) delivers to the Administrative Agent a Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing Term Loans in the applicable jurisdiction)accordance with, 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 and 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 thereafterby, the obligations in clauses (a) and (b) definition of this Section 6.01 with respect to the target of such acquisition may be satisfied byNet Investments, at the option of the Borrower, (x) furnishing management accounts for the target of such acquisition whether during Restricted Periods 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 thereafterUnrestricted Periods.

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 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 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 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 184 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 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 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, (i) the applicable financial statements or, as applicable, forecasts of (I1) any Wholly Owned 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 (II2) any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or any (ii) the Borrower or a Qualified Reporting Subsidiary’s or Parent Holding CompanyEntity’s Form 10-K or 10-Q, as 158 applicable, filed with the SEC (or equivalent form whether or not filed with the SEC consistent with the Borrower’s practice as of the Closing Date); 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 basisand its Subsidiaries, on the other hand, ; (B) (i) in the event that the Borrower (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 (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 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 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 and its Subsidiaries for the applicable period and the period thereafter. Notwithstanding the foregoing, upon the request of the Borrower in connection with any material Permitted Investment or other acquisition permitted hereunder, the Administrative Agent may consent to a thirty-day extension to the deadlines in this Section 6.01.

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 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 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 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 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 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.the

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 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.