Common use of Financial Statements and Other Information Clause in Contracts

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within 90 on or before the date that is one hundred and twenty-five (125) days after the end of each fiscal year of the Administrative BorrowerBorrower (or, its in the case of financial statements for the fiscal year ending December 31, 2015, on or before the date that is one hundred and fifty (150) days after the end of such fiscal year), audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, stockholdersshareholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other another independent public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than with respect to, or resulting from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any actual failure to satisfy a financial maintenance covenant or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements present fairly in all material respects the financial condition as of the end of and for such year and results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 commencing with the financial statements for the fiscal quarter ended June 30, 2015, on or before the date that is sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerBorrower (or, its in the case of financial statements for the fiscal quarters ended June 30, 2015 and ending September 30, 2015, on or before the date that is ninety (90) days after the end of such fiscal quarter), unaudited consolidated balance sheet and related unaudited consolidated statements of income operations and comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related unaudited consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred then exists and, if a Default has occurreddoes then exist, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (de) [Reserved]; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other materials than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by the Administrative Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may beexchange; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)request in writing.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholderschanges in shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP PricewaterhouseCoopers, L.L.P., or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, changes in shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Responsible Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating (A) of the components of the Leverage Ratio as of the last day of the fiscal period in respect of which such financial statements are being delivered and (B) confirming compliance with Section 6.7 Sections 6.11 and 6.12 and each other provision of Article VI imposing a numerical limit, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements Audited Financial Statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of consolidated financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their audit of such consolidated financial statements of any Default insofar as it relates to accounting matters (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated and unaudited consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated and consolidating balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 the financial covenants set forth herein and (iii) in the case of clause (b) only, stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within 30 days after and as of the end of each calendar month, a completed Borrowing Base Certificate calculating and certifying the Borrowing Base as of the last day of such calendar month, signed on behalf of the Borrower by a Financial Officer; (f) within 30 days after and as of the end of each calendar month, aging and reports of accounts receivable of Borrower in form and detail satisfactory to the Administrative Agent; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; (h) as soon as available and in any event within five (5) Business Days after the date of receipt by the Borrower or any Subsidiary of a management letter prepared by its independent public accountants with respect to the internal financial controls of the Borrower and its Subsidiaries, a copy of such letter; and (ei) promptly following any request therefor, such projections, budgets and other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Administrative Borrower substantially in the form of Exhibit D (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.01, 6.04, 6.06 and 6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; (e) as soon as available but not less than 60 days after the beginning of each fiscal year of the Borrower, a copy of the projected consolidated and consolidating balance sheet, income statement and cash flow statement of the Borrower for such fiscal year; and (ef) promptly following any request therefor, such copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary or any audit thereof, and any other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any SubsidiaryBorrower, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 as soon as available but in no event beyond five (5) days after such financials are required to be filed with the end of each fiscal year of the Administrative BorrowerSecurities and Exchange Commission, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young US, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days as soon as available after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerBorrower (but in no event beyond five (5) days after such financials are required to be filed with the Securities and Exchange Commission), its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Administrative Borrower representing and certifying (i) certifying that the Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated financial condition of the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as to whether a at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default has occurred andor Default or mandatory prepayment event, or, if a Default has occurredany such condition or event existed or exists, specifying the details nature and period of existence thereof and any what action taken the Borrower or proposed its Subsidiaries has taken, is taking and proposes to be taken take with respect thereto, (ii) setting forth the calculations (with such specificity as the Administrative Agent may reasonably detailed calculations demonstrating request) for the period then ended which demonstrate compliance with Section 6.7 the covenants and financial ratios set forth in Sections 6.01, 6.04 and 6.07, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) a schedule of Total Adjusted Outstanding Indebtedness in respect of borrowed money in the level of detail disclosed in the Borrower’s Form 10-Q filings with the Securities and Exchange Commission, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (v) a schedule of EBITDA. (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally; (f) to the extent not otherwise delivered pursuant to this Section 5.01, as copies of all financial statements and financial information delivered by the case may beBorrower (or, upon Administrative Agent’s request, any of its Subsidiary Entities) from time to time to the holders of any unsecured Indebtedness for borrowed money of such Persons; (g) promptly after ▇▇▇▇▇’▇, Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower, any Subsidiary Entity, any of the Properties of the Borrower or any SubsidiarySubsidiary Entity, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required , such other information to be delivered by (i) clauses (a)include, (b)without limitation, and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to any information that the Administrative Agent or any Lender deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)activities.

Financial Statements and Other Information. The Administrative Each of the Borrower and the Guarantor as required below will furnish to the Administrative Agent and each LenderAgent: (ai) within 90 105 days after the end of each fiscal year of the Administrative Borrowereach Loan Party, its such Loan Party's audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going "concern” " or like qualification or exception and without any qualification or material exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower such Loan Party and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the furnishing of such Loan Party's Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (bii) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrowereach Loan Party, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower such Loan Party and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the furnishing of such Loan Party's Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Administrative Borrower Guarantor (iA) certifying as to whether a Default has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, June 27, 2005 and, if a such Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 5.02(a) and 5.03 and (iiiC) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) concurrently with any delivery of financial statements under clause (i) above, a certificate of the accounting firm that reported on such financial statements of the Guarantor stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material information filed by the Administrative Borrower Borrower, the Guarantor or any Subsidiary Subsidiary, with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and (evi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower such Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 90 100 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operationsincome, stockholders’ shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the Lenders agree that the Borrower's obligations under this paragraph (a) will be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) as filed with the SEC); (b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerBorrower (including the fiscal quarter ending on March 31, 2001), its consolidated balance sheet and sheet, related statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, and related statements of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that the Borrower's obligations under this paragraph (b) will be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate6.01; (d) promptly after the same become publicly availableavailable or after transmission or receipt thereof, copies of all periodic and other reports, proxy statements and registration statements (other materials than exhibits thereto) filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this clause (d); and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Holdings will furnish to the Administrative Agent and each LenderAgent: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerHoldings, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Ernst & Young or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such auditaudit or any other material qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition and results of operations of Holdings, the Administrative Borrower Borrowers and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerHoldings, its unaudited consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and results of operations of Holdings, the Administrative Borrower Borrowers and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Holdings (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably 113 detailed calculations demonstrating compliance with Section 6.7 Sections 6.12, 6.13 and 6.14, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Holdings's audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Permitted Acquisitions that have been consummated since the end of the previous fiscal quarter, including the date on which each such Permitted Acquisition was consummated and the consideration therefor, (v) identifying any Prepayment Events that have occurred since the end of the previous fiscal quarter and setting forth a reasonably detailed calculation of the Net Proceeds received from Prepayment Events since the end of such previous fiscal quarter and (vi) specifying the Historical Investment in each Permitted Spinoff Subsidiary and Investment Business as of the date of such financial statements; (d) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) concurrently with any delivery of financial statements under paragraph (a) above with respect to any fiscal year, a detailed consolidated operating and capital expenditure budget for the following fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth any material assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Holdings, either Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission exchange, or, in Canadathe event that Holdings becomes a publicly traded company, or distributed by the Administrative Borrower Holdings to its shareholders generally, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Holdings, either Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Holdings and the Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerHoldings, its Holdings’ audited consolidated balance sheet sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit or other material qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerHoldings, its Holdings’ consolidated balance sheet sheets and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements (or within three Business Days after any deemed delivery) under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.08 and 6.09 as of the end of the period covered by such financial statements and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Holdings’ audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements (or within three Business Days after any deemed delivery) under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as the same are complete, but in no event more than 60 days after the commencement of each fiscal year of Holdings, a detailed consolidated budget presented on a quarterly basis for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Holdings to its shareholders generally, as the case may be; and; (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any ; (h) promptly upon the occurrence of any change of Rating by ▇▇▇▇▇’▇ or S&P, a certificate of a Financial Officer setting forth the new Rating, the effective date thereof and, if applicable, notice of any change in the Applicable Rate as a result thereof; and (i) promptly after the same are furnished to the Borrower, copies of any “Management Letter” delivered to Holdings and the Borrower by their independent certified public accountants in connection with the delivery of financial statements contemplated by Section 5.01(a) if such Letter discloses any material weaknesses in internal financial controls or other material concerns relating to the items financial statements identified by such accountants. Notwithstanding the foregoing, any financial statements or other reports or filings required to be delivered furnished by (i) clauses Holdings and the Borrower pursuant to clause (a), (b), and ) or (df) of this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered to furnished if Holdings or the Administrative Agent and Borrower has (i) filed the Lenders upon the filing of such items same with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on via the ▇▇▇▇▇, or ▇ filing system and the same are publicly available and (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery delivered notice thereof to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish or cause to be furnished to the Administrative Agent and each LenderAgent: (a) within 90 120 days after the end of each fiscal year of year, the Administrative Borrower, its ’s audited consolidated balance sheet and related consolidated statements of operationsincome, stockholderscash flows and shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition position and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of year, the Administrative Borrower, its ’s consolidated balance sheet and related consolidated statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition position and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth (A) reasonably detailed calculations demonstrating compliance with Section 6.7 the Financial Covenants as of the most recent fiscal quarter end contemplated by such financial statements, (B) the Subsidiary Guarantors as of the date of such Compliance Certificate, (C) the Excluded Subsidiaries as of the date of such Compliance Certificate, and (D) the Liberty Subsidiaries as of the date of such Compliance Certificate and (iii) stating whether any containing either a certification that there has been no change in GAAP or to the information about the Loan Parties and their property disclosed in the application thereof has occurred since schedules to the date Security Documents or, after the delivery of the audited financial statements referred first certification delivered pursuant to in Section 3.4 andthis subsection, as previously certified, or, if any such change has occurredso, specifying the effect of all such change on the financial statements accompanying such certificatechanges; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; (e) at least 5 Business Days prior to the consummation of each transaction constituting a Significant Transaction (other than a Significant Transaction set forth in clause (f) of the definition thereof), the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower signed by a Financial Officer thereof describing such transaction in reasonable detail and certifying that such Significant Transaction complies with each Section hereof under which such transaction constitutes a Significant Transaction (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); (f) promptly (but in no event later than 2 Business Days) following the consummation of each transaction constituting a Significant Transaction set forth in clause (f) of the definition thereof, a notice of the Borrower signed by a Financial Officer thereof describing such transaction in reasonable detail; (g) within 30 days after the beginning of each fiscal year, an annual consolidated forecast for the Borrower and the Subsidiaries for such fiscal year, including projected consolidated statements of income of the Borrower and the Subsidiaries, all in reasonable detail acceptable to the Administrative Agent; (h) promptly such other information with documentation required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the Patriot Act), as from time to time may be reasonably requested by the Administrative Agent or such Lender; and (ei) promptly following any request therefor, any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification. (j) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Borrower, any Subsidiary or any Liberty Subsidiary, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request, provided, however, that the Borrower shall not be required to provide pro forma financial statements and information in connection with a Borrowing Request of $50,000,000 or less. Any delivery If there are any Liberty Subsidiaries, then the annual and quarterly financial information required by this Section 6.1 will include a reasonably detailed presentation, either on the face of the items required to be delivered by (i) clauses (a)financial statements or the footnotes thereto, (b), of the financial condition and (d) results of this Section by operations of the Administrative Borrower shall be deemed to have been delivered to and its subsidiaries separate from the Administrative Agent financial condition and results of operations of the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Liberty Subsidiaries.

Financial Statements and Other Information. The Administrative US Borrower will furnish to the Administrative Agent Agents and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative US Borrower, its the audited consolidated balance sheet and related statements of operations, stockholderscash flows and shareholders’ equity and cash flows as of the end of and for such yearyear of the US Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative US Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative US Borrower, its the consolidated balance sheet and related statements of income and operations, cash flows and shareholders’ equity as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear for the US Borrower, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative US Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative US Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.15 and Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last audited financial statements referred delivered pursuant to in Section 3.4 5.01(a) and, if any such change has occurred, specifying the effect of such change would have on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative US Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; andapplicable; (e) within 90 days following the commencement of each fiscal year, the US Borrower and its Subsidiaries operating and capital expenditure budgets and cash flow forecast for such fiscal year (which shall include a projected combined balance sheet summary for the US Borrower and its Subsidiaries of the last day of such fiscal year and the related projected statements of combined income and cash flows for such fiscal year); (f) promptly upon receipt of any complaint, order, citation, notice or other written communication from any Person with respect to, or upon any Obligor’s obtaining knowledge of, (i) the existence or alleged existence of a violation of any applicable Environmental Law or any Environmental Liability in connection with any property now or previously owned, leased or operated by the Borrowers or any of their Subsidiaries, (ii) any release of Hazardous Substances on such property or any part thereof in a quantity that is reportable under any applicable Environmental Law, and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal of any permit required under any applicable Environmental Law, in each case of clauses (i), (ii) and (iii) above in which there is a reasonable likelihood of an adverse decision or determination that could reasonably be expected to result in a Material Adverse Effect, a certificate of an executive officer of the US Borrower, setting forth the details of such matter and the actions, if any, that such Obligor is required or proposes to take; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Borrowers or any Subsidiaryof their Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent Agents or any Lender may reasonably request. Any delivery ; and (h) within 90 days after the end of the items required to be delivered by (i) clauses (a)each fiscal year, (b), a report in form and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered substance reasonably satisfactory to the Administrative Agent and describing all material insurance coverage maintained by any of the Lenders upon Obligors or any of their respective Subsidiaries as of the filing date of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)report.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender:(which shall promptly make such information available to the Lenders in accordance with its customary practices): (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing the Accounting Firm (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit other than any such qualification or exception as a result of the impending maturity of Indebtedness or projected or potential breach of any Financial Covenant) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income and cash flows operations, as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year and stockholders’ equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower in substantially the form of Exhibit B (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateFinancial Covenants; (d) as soon as available, but in any event within ninety (90) days after the start of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower and its Subsidiaries for each quarter of such fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent; (e) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request, on behalf of itself or any Lender hereunder; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act or any applicable anti-money laundering laws; and (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following . Notwithstanding anything to the contrary in this Section 5.01, any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request. Any delivery of the items documents required to be delivered by (i) clauses (apursuant to Sections 5.01(a), (b), and (df) of this Section by the Administrative Borrower may be delivered electronically and if so delivered shall be deemed to have been delivered to on the Administrative Agent and the Lenders upon the filing of date on which such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items documents are readily available filed for public viewing availability on ▇▇▇▇▇the SEC’s Electronic Data Gathering and Retrieval System or on which the Borrower posts such documents, or (ii) clause (c) of this Section by provides a link thereto on the Administrative Borrower shall be deemed satisfied by delivery to Borrower’s website on the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Internet.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and (with copies for each Lender:): (a) within 90 100 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the Lenders agree that the Borrower’s obligations under this paragraph (a) may be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC); (b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that the Borrower’s obligations under this paragraph (b) may be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availableavailable or upon transmission or receipt thereof, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower any Credit Party or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower any Credit Party to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this paragraph (d); and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this Credit Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Any delivery Notwithstanding the foregoing, after the Closing Date, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the items Borrower and its subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of Parent filed with the SEC within the applicable time periods required by applicable law and regulations or (B) the applicable consolidated financial statements of Parent; provided that to the extent such information is in lieu of information required to be provided under Section 5.01(a), such information is all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP. Documents required to be delivered by (i) clauses (apursuant to Section 5.01(a), (b), ) and (d) of this Section by (to the Administrative Borrower extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak, Clearpar or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Credit Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Credit Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Borrower shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its unaudited consolidated balance sheet and related unaudited consolidated statements of income income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying stating that, except as to whether a set forth in such certificate, such Financial Officer has no knowledge of any Default has having occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with Section 6.7 the covenants contained in Sections 6.12 and 6.13 and (B) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2006, of Excess Cash Flow and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 6.12 or 6.13 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within 30 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected income and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material filings (as reasonably determined by the Borrower) filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to the holders of its shareholders Equity Interests generally, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), ) and (df) of this Section by the Administrative Borrower shall be deemed to have been delivered on the date on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇_▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/webusers.htm or at another website identified in such notice and accessible by the Lenders without charge, provided that (i) such notice may be included in a certificate delivered pursuant to clause (c) and (ii) the Borrower shall deliver paper copies of the information required to be delivered pursuant to clauses (a), (b) and (f) to any Lender that requests such delivery. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower Arranger shall be deemed satisfied by delivery entitled to the Administrative Agent of such items treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to Intralinks or other such similar system (to on a portion of the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Platform not designated “Public Investor.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and (which shall promptly furnish to each Lender:of the Lenders): (ai) within 90 105 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a going “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the furnishing of the Borrower’s Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (bii) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the furnishing of the Borrower’s Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Administrative Borrower (iA) certifying as to whether a Default has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, the date hereof and, if a such Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 5.02(a) and 5.03 and (iiiC) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) concurrently with any delivery of financial statements under clause (i) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material information filed by the Administrative Borrower or any Subsidiary Subsidiary, with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and (evi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request, including, without limitation, information or certifications as may be required under the Beneficial Ownership Regulation, if applicable. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative The Borrower shall be deemed to have delivered the financial statements and other information referred to in subclauses (i), (ii) and (v) of this Section 5.01(a), when such filings, financials or other information have been delivered to posted on the Administrative Agent and the Lenders upon the filing Internet website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) or on the Borrower’s own internet website as previously identified to the Agent and Lenders. If the Agent or a Lender requests such filings, financial statements or (ii) clause (c) of this Section by other information to be delivered to it in hard copies, the Administrative Borrower shall be deemed satisfied by delivery furnish to the Administrative Agent of or such items for posting to Intralinks Lender, as applicable, such statements accordingly, provided that no such request shall affect that such filings, financial statements or other such similar system (information have been deemed to have been delivered in accordance with the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)terms of the immediately preceding sentence.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year Fiscal Year of the Administrative Borrower, its the audited consolidated balance sheet and related statements of operationsincome, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its the consolidated balance sheet sheets and related consolidated statements of income and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) aboveof this Section, a certificate of a Financial Responsible Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 7.11 and, in the case of audited financial statements, setting forth reasonably detailed calculations demonstrating compliance with Section 2.10(b)(iv) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements of the Borrower referred to in Section 3.4 4.04(a) or delivered pursuant to Section 6.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly upon receipt thereof, copies of all other reports submitted to the Borrower by its independent certified public accountants in connection with any annual or interim audit or review of the books of the Borrower made by such accountants; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender:(for prompt distribution to the Lenders): (a) within 90 one hundred twenty (120) days after the end of each fiscal year of the Administrative BorrowerBorrower (or, if earlier, the date that is five (5) Business Days after the reporting date for such information required by the SEC, including after giving effect to any extension pursuant to any securities law, including pursuant to Rule 12b-25 of the Securities Exchange Act of 1934), commencing with the fiscal year ending December 31, 2025, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national or regional standing or any other accounting firm reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit other than a qualification resulting from (i) an upcoming maturity date occurring within one year from the time such opinion is delivered, (ii) a prospective or actual default in respect of any financial maintenance covenant in any agreement governing Indebtedness of the Borrower or any subsidiary, or (iii) any “emphasis of matter” paragraph) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance in all material respects with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (b) within 45 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerBorrower (or, if earlier, the date that is five (5) Business Days after the reporting date for such information required by the SEC, including after giving effect to any extension pursuant to any securities law, including pursuant to Rule 12b-25 of the Securities Exchange Act of 1934), commencing with the fiscal quarter ending September 30, 2025, its consolidated balance sheet sheet, stockholders’ equity and related statements of income operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the such fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance in all material respects with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with within five (5) Business Days of any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Responsible Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether 6.10; provided, for the avoidance of doubt, any change in GAAP or in Compliance Certificate delivered for the application thereof has occurred since the date fourth fiscal quarter of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatefiscal year shall be for informational purposes only; (d) promptly after the same are available to the public, copies of management’s discussion and analysis of the financial position and financial performance in relationship to the financial statements delivered pursuant to Section 5.01(a); (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary or compliance with the terms of any Loan Document, as the Administrative Agent (or any Lender through the Administrative Agent) may reasonably request and to the extent reasonably available to the Borrower; provided, none of the Borrower or any Subsidiary will be required to disclose or deliver information (i) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any law or regulation, any fiduciary duty or by any binding agreement, (ii) that constitutes trade secrets or (iii) that is subject to attorney-client privilege or constitutes attorney work product; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, SEC or any Governmental Authority succeeding to any or all of the functions of said Commission, commission or with any national securities exchange exchange; (g) promptly after receipt thereof by the Borrower or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable securities commission in Canada, non-U.S. jurisdiction) concerning any investigation or distributed possible investigation or other inquiry by the Administrative SEC or such other agency regarding financial or other operational results of the Borrower to its shareholders generally, as the case may be; andor any Subsidiary thereof; (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as documentation reasonably requested by the Administrative Agent may reasonably requestor any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation, as applicable. Any delivery of the items Documents required to be delivered by (i) clauses (apursuant to Section 5.01(a), (b), and (d) of this Section by or (f) (to the Administrative Borrower extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website made available by the Administrative Agent to which each Lender has access. The Borrower hereby acknowledges that (a) the Administrative Agent and/or any Arranger will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive Material Non-Public Information and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower or its subsidiaries is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that: (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although it may be sensitive and proprietary); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lenders upon Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”; provided, however, that the following Borrower Materials shall be deemed satisfied by delivery to be marked “PUBLIC” unless the Borrower notifies the Administrative Agent promptly that any such document contains Material Non-Public Information: (1) the Loan Documents, (2) any notification of such items for posting changes in the terms of the Facilities and (3) all information delivered pursuant to Intralinks or other such similar system (to the extent Intralinks or such other system has been establishedSections 5.01(a), is functioning 5.01(b) and is accessible to each Lender5.01(c).

Financial Statements and Other Information. The Administrative Holdings and the Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerHoldings, its Holdings’ audited consolidated balance sheet sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit or other material qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerHoldings, its Holdings’ consolidated balance sheet sheets and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements (or within three Business Days after any deemed delivery) under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.08 and 6.09 as of the end of the period covered by such financial statements and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Holdings’ audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements (or within three Business Days after any deemed delivery) under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as the same are complete, but in no event more that 60 days after the commencement of each fiscal year of Holdings, a detailed consolidated budget presented on a quarterly basis for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Holdings to its shareholders generally, as the case may be; and; (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any ; (h) promptly upon the occurrence of any change of Rating by M▇▇▇▇’▇ or S&P, a certificate of a Financial Officer setting forth the new Rating, the effective date thereof and, if applicable, notice of any change in the Applicable Rate as a result thereof; and (i) promptly after the same are furnished to the Borrower, copies of any “Management Letter” delivered to Holdings and the Borrower by their independent certified public accountants in connection with the delivery of financial statements contemplated by Section 5.01(a) if such Letter discloses any material weaknesses in internal financial controls or other material concerns relating to the items financial statements identified by such accountants. Notwithstanding the foregoing, any financial statements or other reports or filings required to be delivered furnished by (i) clauses Holdings and the Borrower pursuant to clause (a), (b), and ) or (df) of this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered to furnished if Holdings or the Administrative Agent and Borrower has (i) filed the Lenders upon the filing of such items same with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on via the E▇▇▇▇▇, or ▇ filing system and the same are publicly available and (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery delivered notice thereof to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 the financial covenants set forth herein and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 5.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such projections, budgets and other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied for the period covered thereby; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied for the period covered thereby, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with within five (5) Business Days after any delivery or deemed delivery of financial statements under clause (a) or (b) above, and in any event within the ninety (90) or forty-five (45) day periods specified therein, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by (i) pursuant to clauses (a), (b), ) and (d) of this Section by the Administrative Borrower 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent and the Lenders upon the filing by electronic mail electronic versions (i.e., soft copies) of such items with documents. Notwithstanding anything contained herein, in every instance the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery 5.01 to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower Holdings will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerHoldings, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition and results of operations of Holdings, the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerHoldings, its unaudited consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and results of operations of Holdings, the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Holdings (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.15, and, prior to the Transition Date, Section 6.16 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Holdings’ audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) prior to the commencement of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth any material assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission exchange, or, in Canadathe event the Holdings becomes a publicly traded company, or distributed by the Administrative Borrower Holdings to its shareholders public stockholders generally, as the case may be; and; (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of ; and (h) promptly following a request therefor, all documentation and other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)USA Patriot Act.

Financial Statements and Other Information. The Administrative Borrower Lessee will furnish to the Administrative Agent and each Lender: (ai) within 90 100 days after the end of each fiscal year of the Administrative BorrowerLessee, its audited consolidated balance sheet and related statements of operationsopera tions, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or PARTICIPATION AGREEMENT exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Lessee and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (bii) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerLessee, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Lessee and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Administrative Borrower Compliance Certificate (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (x) demonstrating compliance with Section 6.7 9.5(j) and (y) establishing the Applicable Margin, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 6.1(w) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) promptly after the same become publicly availableconcurrently with any delivery of financial statements under clause (i) above, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all a certificate of the functions accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of said Commissiontheir examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (v) PARTICIPATION AGREEMENT sion, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Lessee to its shareholders generally, as the case may be; and (evi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Lessee or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender or Investor may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and (which shall promptly furnish to each Lender:of the Lenders): (ai) within 90 105 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a going “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (the furnishing of the Borrower’s Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (bii) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the furnishing of the Borrower’s Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Administrative Borrower (iA) certifying as to whether a Default has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, the date hereof and, if a such Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 5.02(a) and 5.03 and (iiiC) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) concurrently with any delivery of financial statements under clause (i) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material information filed by the Administrative Borrower or any Subsidiary Subsidiary, with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and (evi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative The Borrower shall be deemed to have delivered the financial statements and other information referred to in subclauses (i), (ii) and (v) of this Section 5.01(a), when such filings, financials or other information have been delivered to posted on the Administrative Agent and the Lenders upon the filing Internet website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) or on the Borrower’s own internet website as previously identified to the Agent and Lenders. If the Agent or a Lender requests such filings, financial statements or (ii) clause (c) of this Section by other information to be delivered to it in hard copies, the Administrative Borrower shall be deemed satisfied by delivery furnish to the Administrative Agent of or such items for posting to Intralinks Lender, as applicable, such statements accordingly, provided that no such request shall affect that such filings, financial statements or other such similar system (information have been deemed to have been delivered in accordance with the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)terms of the immediately preceding sentence.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerFiscal Year, its audited consolidated balance sheet as of the end of such Fiscal Year and the related statements of operations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Pricewaterhouse Coopers LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Administrative BorrowerFiscal Year, its consolidated balance sheet and related statements of income and cash flows as of the end of such Fiscal Quarter and the related statements of operations, stockholders’ equity and cash flows for such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate (the “Compliance Certificate”) of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.11 and 6.12 and (iii) stating whether any change in GAAP or in the application thereof related to the Borrower or its Subsidiaries has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateCompliance Certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Holdings to its shareholders generally, as the case may be; and (e) promptly as soon as practicable following any request therefor, such other information regarding the operationsoperations (including as to coal reserves), business affairs and financial condition of the Administrative Borrower or any Subsidiaryand its Subsidiaries in such detail as is commercially reasonably available to the Borrower and its Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Any delivery , in each case, solely with respect to the Administrative Agent’s or Lender’s credit review of the items Borrower and its Restricted Subsidiaries in connection with the Loan Financing Transactions contemplated by the Loan Documents. Documents required to be delivered by (i) clauses (apursuant to Section 5.01(a), (b), and (dSection 5.01(b) of this or Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items 5.01(d) which are readily made available for public viewing on via ▇▇▇▇▇, or (ii) clause (c) any successor system of this Section by the Administrative Borrower SEC, in the Borrower’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, as applicable, shall be deemed satisfied delivered to the Lenders on the date such documents are made so available, with notice thereof by delivery the Borrower to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower or Parent will furnish deliver to the Administrative Agent and each LenderAgent: (a) as soon as available and in any event within 90 120 days after the end of each Fiscal Year of Parent (beginning with the fiscal year ended March 31, 2022), a copy of the Administrative Borrowerannual audited financial statements for such Fiscal Year for Parent and its Subsidiaries, its audited containing (i) a consolidated balance sheet of Parent and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operationsincome, stockholders’ equity and cash flows as (together with all footnotes thereto) of the end of Parent and its Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for for, as of the end of the previous fiscal yearFiscal Year and (ii) financial information of Parent and its Subsidiaries excluding any Securitization Subsidiary presented in a note to the consolidated financial statements (segmented information) referred to in clause (i) or on a separate schedule attached to such consolidated financial statement or in a separate statement derived from such consolidated financial statements, all reported on in reasonable detail and audited by PricewaterhouseCoopers Deloitte & Touche LLP or other another independent public accountants of nationally recognized national standing (without a “going concern” or like qualification qualification, exception or exception explanation and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and the results of operations of the Administrative Borrower Parent and its consolidated Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP consistently appliedand that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with international auditing standards; (b) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of Parent beginning with fiscal quarters of each fiscal year of the Administrative Borrowerquarter ending September 30, its 2021, an unaudited consolidated balance sheet of Parent and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of Parent and its Subsidiaries for or as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments Fiscal Quarter and the absence corresponding portion of footnotesParent’s previous Fiscal Year; (c) concurrently with any the delivery of the financial statements under clause referred to in subsections (a) or and (b) aboveof this Section, a certificate Compliance Certificate signed by the principal executive officer or the principal financial officer of a Financial Officer of the Administrative Borrower Parent (i) certifying as to whether there exists a Default has occurred or Event of Default on the date of such certificate and, if a Default has occurredor an Event of Default then exists, specifying the details thereof and any the action which Parent has taken or proposed proposes to be taken take with respect thereto, (ii) setting forth reasonably detailed in reasonable detail calculations demonstrating compliance with Section 6.7 the financial covenants set forth in Article VI, (iii) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be (including an updated list of Immaterial Subsidiaries), and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the mostly recently delivered audited financial statements referred of Parent and its Subsidiaries which is applicable to in Section 3.4 Parent and its Subsidiaries based upon their operations as presently conducted and which has an effect on the financial statements of Parent and its Subsidiaries, and, if any such change has occurred, specifying the effect impact of such change on the financial statements accompanying such certificateCompliance Certificate and the effect of such change on the calculations of the financial covenants set forth in such Compliance Certificate; (d) [reserved]; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Parent to its shareholders generally, as the case may be; (f) as soon as available and in any event within 120 days after the end of each Fiscal Year, a Valuation prepared by an Approved Valuation Consultant as of the end of such Fiscal Year; (g) on or prior to the earlier of (i) the date that the first annual audited report is provided pursuant to Section 5.1(a) or (ii) 120 days after the end of the first Fiscal Year of Parent occurring after the Closing Date, Schedule 1.1(b) shall be updated to list Music Product representing 80% of the sum of (x) Consolidated Net Publisher’s Share and (y) Consolidated Net Label Share and Schedule 4.22 shall be updated with the information for such Music Product required by Schedule 4.22 and with respect to those representations in Sections 4.22(b) and 4.22(c) as such representations apply to such Music Product; (h) in the event the purchase price of all Permitted Acquisitions or other Acquisitions approved by the Required Lenders consummated in a Fiscal Year which are not the subject of a Valuation exceeds the Financial Covenant Valuation Threshold, at the election of and at the expense of the Borrower, a Valuation of the assets acquired in such Permitted Acquisitions prepared by an Approved Valuation Consultant; and (ei) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of the Administrative Borrower Parent or any Subsidiary, or compliance with the terms of this Agreement, its Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), ) and (de) of this Section by the Administrative Borrower shall be deemed to have been delivered to if such information, or the annual or quarterly reports containing such information, shall have been posted on Syndtrak, Intralinks, or a similar site by the Administrative Agent and the Lenders upon the filing of such items with or shall be available on the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on Commission’s website at ▇▇▇▇://▇, or (ii) clause (c) of ▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP LLC or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and 6.11, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) setting forth reasonably detailed calculations of the Available Amount; (d) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower for each fiscal quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (excluding filings subject to confidential treatment) filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by (i) pursuant to clauses (a), (b), ) and (de) of this Section by the Administrative Borrower 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered to on the Administrative Agent and the Lenders upon the filing of date on which such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items documents are readily available filed for public viewing availability on ▇▇▇▇▇the SEC’s Electronic Data Gathering and Retrieval System. Notwithstanding anything contained herein, or (ii) in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery 5.01 to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Borrower, substantially in the form of Exhibit E, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.09(a), (b), (c) and (d) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; (f) promptly upon (i) the creation of any Material Subsidiary, (ii) any Person otherwise becoming a Material Subsidiary, or (iii) determination that any Subsidiary has become a Material Subsidiary, (A) a Subsidiary Guaranty duly executed by such Material Subsidiary, (B) a Pledge Agreement duly executed by the Borrower (or any applicable Subsidiary) granting the Administrative Agent and/or Collateral Agent a perfected first priority Lien on and evidencing all of the issued and outstanding Equity owned by the Borrower (or any applicable Subsidiary) of such Material Subsidiary, together with such certificates, financing statements and other Property as necessary to perfect the Administrative Agent's and/or Collateral Agent's Lien in such Equity, (C) a Security Agreement duly executed by such Material Subsidiary granting the Administrative Agent and/or Collateral Agent a perfected first priority Lien on all Collateral of such material Subsidiary described in, and required by, Section 5.01(a), together with such certificates, financing statements and other Property as necessary to perfect the Administrative Agent's and/or Collateral Agent's Lien in such Collateral, and (D) such resolutions, member or partner consents, certificates, legal opinions and such other related documents as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent; (g) promptly after such delivery or receipt, copies of any financial or other report or notice delivered to, or received from, any holders of Senior Unsecured Notes, which report or notice has not been delivered to the Lenders hereunder; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower STX will furnish to the Administrative Agent and each LenderAgent: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerSTX, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit or any other material qualification or exception) to the effect that such consolidated financial statements present fairly in all material respects the consolidated financial condition and results of operations of STX, the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerSTX, its unaudited consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and results of operations of STX, the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Certificate of a Financial Officer of the Administrative Borrower Person delivering such financial statements (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.11, 6.12 and 6.13 (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the STX’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) identifying any Material Acquisitions that have been consummated by the Borrower or any Subsidiary since the end of the previous fiscal quarter, including the date on which each such Material Acquisition was consummated and the consideration therefor; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by STX, the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) promptly following any reasonable request of the Administrative Agent therefor, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates have requested with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates have requested with respect to any Multiemployer Plan, provided that if the Borrower or any of its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable securities commission in CanadaPlan or Multiemployer Plan, the Borrower or distributed by the Administrative Borrower to its shareholders generallyERISA Affiliate(s), as the case may beapplicable, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of STX, the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender, through the Administrative Agent, may reasonably requestrequest (including information required by the USA PATRIOT Act). Any delivery of the items Documents required to be delivered by (ipursuant to Section 5.01(a) clauses (a), or (b)) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, and (d) of this Section by the Administrative Borrower if so delivered, shall be deemed to have been delivered to on the Administrative Agent and date (i) on which the Lenders upon Borrower posts such documents or provides a link thereto on the filing of such items with Borrower’s website on the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇, ▇▇.▇▇▇ or (ii) clause on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (c) of this Section whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that (A) upon written request by the Administrative Agent, the Borrower shall be deemed satisfied by delivery deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such items documents. Each Lender shall be solely responsible for posting to Intralinks timely accessing posted documents or other requesting delivery of paper copies of such similar system (to documents from the extent Intralinks or Administrative Agent and maintaining its copies of such other system has been established, is functioning and is accessible to each Lender)documents.

Financial Statements and Other Information. The Administrative Borrower Guarantor will furnish to the Administrative Agent BNPLC and to each LenderParticipant of which Guarantor has been notified: (a) within 90 days day's after the end of each fiscal year of the Administrative BorrowerGuarantor, its audited consolidated balance sheet and related statements of operations, stockholders’ changes in shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP KPMG Peat Marwick or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerGuarantor, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers senior or executive financial officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause clauses (a) or (b) above, a completed compliance certificate of a Financial Officer senior or executive financial officer of the Administrative Borrower (i) certifying as Guarantor in form and content reasonably acceptable to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateBNPLC; (d) concurrently with any delivery of consolidated financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their audit of such consolidated financial statements of any Event of Default or a Default under the Obligation Documents insofar as it relates to accounting matters (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Guarantor or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority governmental authority succeeding to any or all of the functions of said Commissioncommission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Guarantor to its shareholders generally, as the case may be; and; (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Guarantor or any Subsidiary, or compliance with the terms of this Agreementthe Obligation Documents, as the Administrative Agent BNPLC or any Participant may reasonably request. Any delivery ; and (g) promptly upon becoming aware thereof, notice of the items required to be delivered effectiveness of any rating of any Index Debt by (i) clauses (a), (b), S&P or Moody's and (d) notice of this Section the effectiveness of any change in any rating of any Index Debt by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission S&P or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Moody's.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its unaudited consolidated balance sheet and related unaudited consolidated statements of income operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, (i) a certificate of a Financial Officer of the Administrative Borrower (iA) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 the Financial Covenants, and (iiiii) stating whether a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of the Borrower for such fiscal year or portion of such fiscal year, as compared to amounts for the previous fiscal year (or corresponding portion of the previous fiscal year) (it being understood that the information required by clause (c)(ii) may be furnished in the form of a Form 10-K or Form 10-Q); (d) (i) a written notice to the Administrative Agent if, as a result of any change in GAAP or in the application thereof has occurred since from those in effect on the date of the audited financial statements referred to in Section 3.4 andEffective Date, if any such change has occurred, specifying the effect of such change on the financial statements accompanying delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the financial statements that would have been delivered pursuant to such certificateclauses had no such change in GAAP or the application thereof been made, and (ii) if reasonably requested by the Administrative Agent after consultation with the Borrower, together with the first delivery of financial statements pursuant to paragraph (a) or (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without giving effect to such change; (de) [Reserved]; (f) no later than 60 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statement of projected operations as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (g) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) to the extent permitted to be disclosed by the applicable Regulatory Supervising Organization or any Governmental Authority, audit reports relating to such financial statements that have been prepared by the Borrower or any Subsidiary pursuant to any rules or requirements of any Regulatory Supervising Organization or any governmental authority, including without limitation FINRA and comparable organizations in foreign jurisdictions, to the extent any such report described in this paragraph discloses any violation of applicable rules or regulations which would reasonably be expected to have a Material Adverse Effect; (h) promptly after the same become publicly available, copies of all periodic and other reports (including FOCUS reports), proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange exchange, the OCC, FDIC or any applicable securities commission in Canada, other United States Governmental Authority that regulates a Regulated Subsidiary or distributed by the Administrative Borrower to the holders of its shareholders Equity Interests generally, as the case may be; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of Notwithstanding the items required to be delivered by (i) clauses foregoing, the obligations in paragraphs (a), ) and (b), and (d) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items the Borrower’s form 10-K or 10-Q, as applicable, with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)SEC.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerFiscal Year, its audited consolidated balance sheet as of the end of such Fiscal Year and the related statements of operations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all such consolidated balance sheets and related statements reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Administrative BorrowerFiscal Year, its consolidated balance sheet and related statements of income and cash flows as of the end of such Fiscal Quarter and the related statements of operations, stockholders’ equity and cash flows for such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the fiscal yearsuch Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and position, results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.13, 6.14 and 6.15 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with each delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether during the course of their examination of such financial statements they obtained knowledge of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within 90 days after the end of each Fiscal Year, a detailed consolidated budget for such Fiscal Year presented on a monthly basis (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative any Borrower or any Subsidiary Group Company with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative any Borrower or any SubsidiaryGroup Company, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Borrowers will furnish to the Administrative Agent and each LenderAgent: (a) within 90 150 days after the end of each fiscal year Fiscal Year of Altair Engineering, commencing with the Administrative BorrowerFiscal Year ending December 31, its 2017, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries Companies on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters, including the last Fiscal Quarter of each fiscal year of Fiscal Year commencing with the Administrative BorrowerFiscal Quarter ending June 30, 2017, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries Companies on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Altair Engineering (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.12 and 6.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 60 days after the beginning of each Fiscal Year of Altair Engineering, commencing with the Fiscal Year ending December 31, 2017, projections for Altair Engineering and its consolidated Subsidiaries for such Fiscal Year in form and detail satisfactory to the Administrative Agent; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary Company with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative any Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower any Company or any SubsidiaryAffiliate, or compliance with the terms of this Agreement, as the Administrative Agent any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and (with copies for each Lender:): (a) within 90 100 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied(the Lenders agree that the Borrower’s obligations under this paragraph (a) may be satisfied in respect of any fiscal year by delivery to the Administrative Agent, with copies for each Lender, within 100 days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC); (b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (the Lenders agree that the Borrower’s obligations under this paragraph (b) may be satisfied in respect of any fiscal quarter by delivering to the Administrative Agent, with copies for each Lender, within 55 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC); (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availableavailable or upon transmission or receipt thereof, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be, provided that, with respect to materials filed with any national securities exchange, only material filings shall be required to be delivered pursuant to this paragraph (d); and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this Credit Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Any delivery Notwithstanding the foregoing, after the Closing Date, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the items Borrower and its subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of Holdings filed with the SEC within the applicable time periods required by applicable law and regulations or (B) the applicable consolidated financial statements of Holdings; provided that to the extent such information is in lieu of information required to be provided under Section 5.01(a), such information is all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP. Documents required to be delivered by (ipursuant to Section 5.01(a) clauses (a), or (b)) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, and (d) of this Section by the Administrative Borrower shall be deemed to 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; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Credit Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Credit Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Borrower shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Borrower, substantially in the form of Exhibit E, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.09(a), (b), (c), (d) and (e) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; (f) promptly upon determination that any Subsidiary has become a Material Subsidiary, (i) a Subsidiary Guaranty duly executed by such Material Subsidiary, (ii) a Pledge Agreement duly executed by the Borrower (or any applicable Subsidiary) granting the Administrative Agent and/or Collateral Agent a perfected first priority Lien on and evidencing all of the issued and outstanding Equity owned by the Borrower (or any applicable Subsidiary) of such Material Subsidiary, together with such certificates, financing statements and other Property as necessary to perfect the Administrative Agent's and/or Collateral Agent's Lien in such Equity, and (iii) such resolutions, member or partner consents, certificates, legal opinions and such other related documents as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent; (g) promptly after such delivery or receipt, copies of any financial or other report or notice delivered to, or received from, any holders of Senior Unsecured Notes, which report or notice has not been delivered to the Lenders hereunder; (h) within five (5) days of the Effective Date, a certificate of a Financial Officer of the Borrower certifying as to the amount of the ICR Capex Exclusion Amount (and each component thereof) as of the Effective Date after giving effect to the Closing Transactions; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 90 100 days after the end of each fiscal year Fiscal Year of the Administrative BorrowerCompany (or such shorter period for the delivery of such statements as is required by the Term Loan Agreement), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Administrative BorrowerCompany (or such shorter period for the delivery of such statements as is required by the Term Loan Agreement) (commencing with the Fiscal Quarter ending February 28, 2014), its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate (which Compliance Certificate may be delivered jointly under this Agreement and the Term Loan Agreement so long as the applicable covenants and provisions are the same under both agreements) signed by a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.08 and 7.09, and (iii) stating whether describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred for the immediately preceding Fiscal Year that is material with respect to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and other materials quarterly reports filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; (e) promptly upon the receipt thereof, a copy of any management letter or management report prepared by the Company’s independent certified public accountants in conjunction with the financial statements described in Section 6.01(a); and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any Notwithstanding the foregoing requirements for delivery of the items required to be delivered by (i) clauses (aannual and quarterly financial statements and reports and other filings in Section 6.01(a), (b), ) and (d) of this above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section by the Administrative Borrower 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the ▇▇▇▇▇ Database and ▇▇▇.▇▇▇; provided that the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated as “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Company shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each LenderJoint Lead Arranger: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerHoldings, its Holdings’s audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO ▇▇▇▇▇▇▇, LLP or other independent registered public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, provided that the filing of such financial statements with the Securities and Exchange Commission shall constitute delivery for purposes of this Section; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerHoldings, its Holdings’s unaudited consolidated balance sheet and related unaudited consolidated statements of income operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Holdings and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, provided that the filing of such financial statements with the Securities and Exchange Commission shall constitute delivery for purposes of this Section; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 the covenants contained in Sections 6.12, 6.13 and 6.14 and (iii) stating whether any change in GAAP or in the application thereof of GAAP to the financial statements of Holdings has occurred since the later of the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and the date of the prior certificate delivered pursuant to this paragraph (c) indicating such a change and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) prior to the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly after the same become publicly when available, copies any significant revisions of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may besuch budget; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Borrowers will furnish to the Administrative Agent and on behalf of each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Parent Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries Consolidated Group on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Parent Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries Consolidated Group on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 7.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Parent Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 7.12 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within 45 days after the commencement of each fiscal year of the Parent Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Parent Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Parent Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 90 100 days after the end of each fiscal year Fiscal Year of the Administrative BorrowerCompany (or such shorter period for the delivery of such statements as is required by the Revolver), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Administrative BorrowerCompany (or such shorter period for the delivery of such statements as is required by the Revolver) (commencing with the Fiscal Quarter ending February 28, 2014), its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate (which Compliance Certificate may be delivered jointly under this Agreement and the Revolver so long as the applicable covenants and provisions are the same under both agreements) signed by a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.08 and 7.09, and (iii) stating whether describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred for the immediately preceding Fiscal Year that is material with respect to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and other materials quarterly reports filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; (e) promptly upon the receipt thereof, a copy of any management letter or management report prepared by the Company’s independent certified public accountants in conjunction with the financial statements described in Section 6.01(a); and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any Notwithstanding the foregoing requirements for delivery of the items required to be delivered by (i) clauses (aannual and quarterly financial statements and reports and other filings in Section 6.01(a), (b), ) and (d) of this above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section by the Administrative Borrower 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the ▇▇▇▇▇ Database and ▇▇▇.▇▇▇; provided that the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated as “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Company shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 90 105 days (or such earlier date that is 10 days after the then-current filing deadline for the Borrower’s Annual Report on Form 10-K) after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other another registered independent public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any material qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and position, results of operations and cash flows of the Administrative Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available and in any event within 45 50 days (or such earlier date that is five days after the then-current filing deadline for the Borrower’s Quarterly Report on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet as of the end of such fiscal quarter and related statements of income and cash flows as of the end of and for such fiscal quarter and of income and cash flows for the then elapsed portion of the such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating (x) compliance with Section 6.7 6.08(c) and (y) the Borrower’s ratio under Section 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Subsidiary formed or acquired since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (v) identifying any change in a Subsidiary Loan Party’s (and, prior to the Borrowing Base Date, Holding’s and any of its subsidiaries’) name, form of organization or jurisdiction of organization, including as a result of any merger transaction, since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (vi) setting forth the aggregate amount of Optional Debt Repurchases made by the Borrower during the most recent fiscal quarter covered by such financial statements, identifying the Indebtedness repurchased, redeemed, retired or defeased and specifying the provisions of Section 6.08(b) or (c) pursuant to which each such Optional Debt Repurchase was effected and quantifying the amounts effected under each such provision, (vii) setting forth the amount and type of Indebtedness issued or incurred and Securitizations (or increases in the amounts thereof) and Factoring Transactions consummated during the most recent fiscal quarter covered by such financial statements, (viii) identifying, with respect to all Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the most recent balance sheet included in such financial statements, the clause of Section 6.01(a) pursuant to which such Indebtedness is then permitted to be outstanding, (ix) setting forth the amount of Restricted Payments made during the most recent fiscal quarter covered by such financial statements and the provision of Section 6.08(a) pursuant to which such Restricted Payments were made, and (x) setting forth the aggregate sale price of Eligible Script Lists sold since the most recent date on which the Eligible Script Lists Value was provided to the Lenders in the event aggregate sale price for all Eligible Script Lists sold since such date of determination exceeds 5% of the most recently determined Eligible Script Lists Value; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements (i) stating whether they obtained knowledge during the course of their examination of such financial statements of any Default and (ii) confirming the calculations set forth in the officer’s certificate delivered simultaneously therewith pursuant to clause (c)(ii) above (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within three Business Days after the end of each fiscal month of the Borrower, a certificate of a Financial Officer setting forth in reasonable detail a description of each disposition of assets not in the ordinary course of business for which the book value or fair market value of the assets of the Borrower or the Subsidiaries disposed or the consideration received therefor was greater than $10,000,000; (f) within 14 Business Days after the end of each fiscal month of the Borrower, a Borrowing Base Certificate showing the Borrowing Base Amount as of the close of business on the last day of such fiscal month, certified as complete and correct by a Financial Officer; provided that a Borrowing Base Certificate shall be delivered by the Borrower to the Administrative Agent and each Lender within four Business Days after the end of a fiscal week of the Borrower if at any time during such fiscal week the Revolver Availability is less than or equal to $200,000,000 (with the amount with respect to Eligible Inventory stored at distribution centers included in the Borrowing Base Amount shown on such Borrowing Base Certificate delivered under this proviso being the amount computed as of the close of business on the last day of the Borrower’s most recent fiscal month for which such amount is available, which computation shall be completed within 14 Business Days after the end of each fiscal month of the Borrower); (g) no later than 60 days following the end of each fiscal year of the Borrower (or, in the reasonable discretion of the Administrative Agent, no later than 30 days thereafter), forecasts for the Borrower and its Consolidated Subsidiaries of (i) quarterly consolidated balance sheet data and related consolidated statements of income and cash flows for each quarter in the next succeeding fiscal year and (ii) consolidated balance sheet data and related consolidated statements of income and cash flows for each of the five fiscal years immediately following such fiscal year (but excluding any fiscal year ending after 2013); (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ei) promptly following any request therefor, such other information regarding the operationsfinancial condition, business affairs and financial condition or identity of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Senior Loan Document, as any Agent, at the Administrative Agent request of any Lender, may reasonably request, including any information to be provided pursuant to Section 9.17. Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), ) and (dh) of this Section by the Administrative Borrower shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing information has been posted on the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/webusers.htm or at another website identified in such notice and accessible by the Lenders without charge; provided that (iii) such notice may be included in a certificate delivered pursuant to clause (c) of this Section by and (ii) the Administrative Borrower shall be deemed satisfied by delivery deliver paper copies of the information referred to the Administrative Agent of in clauses (a), (b) and (h) to any Lender which requests such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)delivery.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its unaudited consolidated balance sheet and related unaudited consolidated statements of income income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying stating that, except as to whether a set forth in such certificate, such Financial Officer has no knowledge of any Default has having occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with Section 6.7 the covenants contained in Sections 6.12 and 6.13 and (B) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2006, of Excess Cash Flow and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 6.12 or 6.13 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) within 30 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected income and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material filings (as reasonably determined by the Borrower) filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to the holders of its shareholders Equity Interests generally, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), ) and (df) of this Section by the Administrative Borrower shall be deemed to have been delivered on the date on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇_▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/webusers.htm or at another website identified in such notice and accessible by the Lenders without charge, provided that (i) such notice may be included in a certificate delivered pursuant to clause (c) and (ii) the Borrower shall deliver paper copies of the information required to be delivered pursuant to clauses (a), (b) and (f) to any Lender that requests such delivery. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower Arranger shall be deemed satisfied by delivery entitled to the Administrative Agent of such items treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to Intralinks or other such similar system (to on a portion of the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Platform not designated “Public Investor.”

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and each LenderAgent: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerCompany, its audited consolidated balance sheet and related consolidated statements of operationsearnings, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerCompany, its condensed consolidated balance sheet and related condensed consolidated statements of income earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate6.07; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Company or any Subsidiary of the Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Company to its shareholders generally, as the case may bebe (other than (i) registration statements on Form S-8, (ii) filings under Sections 16(a) or 13(d) of the Exchange Act, (iii) routine filings related to employee benefit plans, (iv) filings made by any Broker Dealer Subsidiary in the ordinary course of business and (v) any other reports, statements or filings made by any Broker Dealer Subsidiary that are not, individually or in the aggregate, material to the Company and the Subsidiaries, taken as a whole); (e) promptly, but not later than five Business Days after the publication of any change by Moody’s, S&P or Fitch in its Rating, notice of such change; and (ef) promptly following any request therefor, (i) any documentation or other information that the Administrative Agent or any Lender requests that is required in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, and (ii) such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Company or any Subsidiaryof the Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably requestrequest (it being understood that, in the case of clause (ii), the Company and the Subsidiaries shall not be required to provide any information or documents that are subject to confidentiality provisions prohibiting such disclosure). Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), ) and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to on the Administrative Agent and date on which the Lenders upon Company posts such information on the filing of such items with Company’s website on the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or when such information is publicly posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or is posted on the Approved Electronic Platform. Notices required to be delivered pursuant to clause (e) of this Section shall be deemed to have been delivered on the date on which the Company publicly posts such information on the Internet at the website ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or when the publication is first made available by means of Moody’s, S&P’s or Fitch (iias the case may be) Internet subscription service. The Administrative Agent shall promptly make available to each Lender a copy of any certificate delivered pursuant to clause (c) of this Section by posting such certificate on the Approved Electronic Platform. The Administrative Borrower Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be deemed satisfied by solely responsible for requesting delivery to the Administrative Agent it or maintaining its copies of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).documents

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerCompany, its audited consolidated balance sheet and related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous prior fiscal year, all reported on audited by PricewaterhouseCoopers and accompanied by the opinion of KPMG LLP or other another independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerCompany, its condensed consolidated balance sheet and related statements of income and cash flows as of the end of such fiscal quarter, related condensed consolidated statements of operations and comprehensive income for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous prior fiscal year, all certified by one a Financial Officer of its Financial Officers the Company as presenting fairly fairly, in all material respects respects, the financial condition and position, results of operations and cash flows of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with any each delivery of financial statements under clause (a) or (b) above, a certificate of completed Compliance Certificate signed by a Financial Officer of the Administrative Borrower Company, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.13 and 6.14, (iii) stating whether if any change in GAAP or in the application thereof has occurred since the date of the audited financial statements consolidated balance sheet of the Company most recently theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.4 and3.04) that has had, if any such change has occurredor could have, a significant effect on the calculations of the Interest Expense Coverage Ratio or the Leverage Ratio, specifying the effect nature of such change and the effect thereof on the financial statements accompanying such certificatecalculations, and (iv) certifying that all notices required to be provided under Section 5.03 have been provided; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Company to its shareholders generally, as the case may be; and; (e) promptly following after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Company or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Company or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Company or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Company or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (f) promptly after any request therefor, such other information regarding the operations, business affairs affairs, assets, liabilities (including contingent liabilities) and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Information required to be delivered by (i) clauses pursuant to clause (a), (b), and ) or (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to if and when such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent and on an IntraLinks or similar site to which the Lenders upon have been granted access or shall be available on the filing website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on SEC at ▇▇▇▇://▇, or (ii) clause (c) of ▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Borrower Agent. In the event any financial statements delivered under clause (a) or (b) above shall be deemed satisfied by delivery restated, the Company shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the Administrative Agent periods covered thereby that give effect to such restatement, signed by a Financial Officer of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Company.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing together with an opinion (without a “going concern” or like qualification or exception and exception, without any qualification or exception as to the scope of such auditaudit and without any other material qualification or exception) by Ernst & Young LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedand (ii) its unaudited consolidating balance sheet and related consolidating statement of operations as of the end of and for such year; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, (i) its unaudited consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter (except for the statement of cash flows) and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotescomplete footnotes and (ii) its unaudited consolidating balance sheet and related consolidating statement of operations as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower in the form attached hereto as Exhibit C (each, a “Compliance Certificate”) (i) certifying as to whether a an Event of Default has occurred and, if a Default has occurredand is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies notice of all periodic and other reports, current reports filed under the Securities Exchange Act of 1934 and proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, Commission (or any Governmental Authority succeeding to any or all of the functions of said the Securities and Exchange Commission, or with any national securities exchange or any applicable securities commission in Canada, ) (“SEC”) or distributed by the Administrative Borrower to its shareholders stockholders generally, as the case may be; documents required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website, ▇▇▇.▇▇▇.▇▇▇; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents and the Administrative Agent shall thereafter notify the Lenders. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. As to any information contained in materials furnished pursuant to this Section 5.01(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above or Section 5.02(d), but the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and materials described in clauses (a) and (b) and Section 5.02(d) above at the times specified therein. (e) The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” (f) promptly following approval by Borrower’s board of directors (but in any event not later than the first day of the second quarter of each fiscal year) a three year financial plan for Borrower and its Subsidiaries, on a consolidated basis, for such fiscal year and the next two fiscal years (including quarterly balance sheet and related statements of operations and cash flows) prepared in a manner consistent with the financial plan delivered by Borrower to the Lenders prior to the date hereof or otherwise in a manner reasonably satisfactory to the Administrative Agent; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and Agent, which will make available by means of electronic posting to each Lender: (a) as soon as available, and in any event within 90 95 days after the end of each fiscal year of the Administrative BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, and in any event within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerCompany, its unaudited consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Company as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11 (unless the Company shall no longer be required to comply with such Section 6.7 by reason of the last sentence thereof) and 6.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, the Company will provide to each Lender copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Company to its shareholders generally, as the case may be; (e) promptly following a request therefor, any documentation or other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs affairs, assets and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent Agent, or any Lender through the Administrative Agent, may reasonably request, it being understood that the Company may require any Lender receiving such information to confirm in writing its confidentiality obligations under Section 11.12. Any delivery of the items Information required to be delivered by (i) clauses (a), (b), and (d) of pursuant to this Section by the Administrative Borrower shall be deemed to have been delivered on the date on which the Company provides notice to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing information has been posted on the Company’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or (ii) clause (c) at the appropriate Borrower designated website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided that the Company shall deliver paper copies of the information referred to in this Section by after the Administrative Borrower shall be deemed satisfied by date delivery is required thereunder to the Administrative Agent of any Lender that requests such items for posting to Intralinks or other delivery within five Business Days after such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)request.

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and Agent, on behalf of each Lender:Lender (or in the case of clause (h) below, conduct): (a) within 90 120 days after the end of each fiscal year of the Administrative BorrowerCompany (or, for so long as the Company shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Annual Report on Form 20-F of the Company for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such forms), its audited consolidated balance sheet and related statements of operationsincome, stockholderscomprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other another independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than any such exception, explanatory paragraph or qualification that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date of the credit facilities hereunder occurring within one year from the time such report is delivered)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and condition, results of operations and cash flow of the Administrative Borrower Company and its consolidated Subsidiaries (including Unrestricted Subsidiaries) on a consolidated basis as of the end of and for such fiscal year in accordance with GAAP consistently appliedand accompanied by a narrative report containing management’s discussion and analysis of the financial position and financial performance for such fiscal year in reasonable form and detail; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerCompany, its unaudited consolidated balance sheet and related unaudited statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, year setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Company as presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Administrative Borrower Company and its consolidated Subsidiaries (including Unrestricted Subsidiaries) on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of certain footnotes, and accompanied by a narrative report containing management’s discussion and analysis of the financial position and financial performance for such fiscal quarter in reasonable form and detail; (c) if any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under clause (a) or (b) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Company and its Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with the Company or accounted for on the basis of the equity method but rather account for an investment and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail; provided that the financial statements pursuant to this clause (c) shall not be required to be delivered so long as the combined aggregate amount of Total Assets as of the last day of any fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) or combined aggregate amount of gross revenues (net of payroll, taxes, benefits and other deductions permitted under GAAP) for the Test Period most recently ended in each case of all Unrestricted Subsidiaries but excluding intercompany assets and revenues does not exceed 10% of the Total Assets of the Company and its Subsidiaries (including Unrestricted Subsidiaries) or 10.0% of the combined aggregate amount of such gross revenues of the Company and its Subsidiaries (including Unrestricted Subsidiaries), in each case, excluding intercompany assets and revenues for the Test Period most recently ended; (d) not later than the date of delivery of financial statements under clause (a) or (b) above, a certificate completed Compliance Certificate of a Financial an Authorized Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the financial maintenance covenants contained in Section 6.7 6.13 by calculation thereof as of the end of the fiscal period covered by such financial statements and including a calculation of the Total Leverage Ratio for such period, (iii) stating whether in the case of the Compliance Certificate relating to annual financial statements delivered pursuant to clause (a) above, identifying as of the date of such Compliance Certificate each Subsidiary that (A) is a Loan Party as of such date but has not been identified as a Loan Party in Schedule 3.12 or in any prior Compliance Certificate or (B) has previously been identified as a Loan Party but has ceased to be a Loan Party as a result of its status as an Excluded Subsidiary and (iv) if any change in GAAP or in the application thereof has occurred since the date of the audited financial statements consolidated balance sheet of the Company most recently theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.4 and3.04) that is required to be disclosed in the financial statements that are delivered concurrently with such Compliance Certificate, if any such change has occurred, specifying stating the effect occurrence of such change on in GAAP or in the application thereof; provided that the requirement in this clause (iv) may be satisfied by referencing in the Compliance Certificate the specific notes to the financial statements accompanying containing such certificatedisclosure; (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Company to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs affairs, assets, liabilities (including contingent liabilities) and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request. Any delivery Notwithstanding anything to the contrary in this Section 5.01, (a) none of the items Company or any of its Subsidiaries will be required to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representative or contractors) is prohibited or restricted by Requirements of Law or any binding agreement with a third party not entered into in contemplation hereof, (iii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) constitutes classified information and (b) all such material that is so disclosed will be subject to Sections 9.12 and 9.17. Information required to be delivered by (i) clauses (a), (b), and (d) of furnished pursuant to this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered to furnished if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent and on a Platform to which the Lenders upon have been granted access or shall be available on the filing website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on SEC at ▇▇▇▇://▇, ▇▇.▇▇▇.▇▇▇ or (ii) clause (c) the website of the Company. Information required to be furnished pursuant to this Section 5.01 or Section 5.02 may also be furnished by electronic communications pursuant to procedures approved by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative BorrowerBorrower (or, its if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), (i) an audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Borrower and its consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all with such audited balance sheet and related consolidated financial statements reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Borrower and its consolidated Restricted Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerBorrower (or, its if earlier, by the date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form),(i) a consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows for the Borrower and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year and (ii) a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows for the Borrower and its consolidated Restricted Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, in each case all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries (or the Borrower and its consolidated Restricted Subsidiaries, as applicable) on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.12 (including compliance on a consolidated basis without giving effect to the Unrestricted Subsidiaries) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with the delivery of the certificate of a Financial Officer of the Borrower under clause (c) above, updated versions of the exhibits to the Security Agreement (provided that if there have been no changes to any such exhibits since the previous updating required thereby, the Borrower shall indicate that there has been “no change” to the applicable exhibit(s)); (e) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) as soon as available, but in any event not more than ninety (90) days after the end of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for each month of the fiscal year following such fiscal year in form reasonably satisfactory to the Administrative Agent (without giving effect to any Unrestricted Subsidiaries); (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Restricted Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (eh) promptly following after any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreementany Loan Document, as may be reasonably requested by the Administrative Agent may reasonably requestor by any Lender through the Administrative Agent. Any delivery of the items Information required to be delivered by (i) clauses (apursuant to Sections 5.01(a), (b), 5.01(b) and (d5.01(g) of this Section by the Administrative Borrower shall be deemed to have been delivered to if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent and on an IntraLinks or similar site to which the Lenders upon have been granted access or shall be available on the filing website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; provided that, or (ii) for the avoidance of doubt, the Borrower shall be required to provide copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Borrower shall be deemed satisfied deliver, promptly after such restated financial statements become available, revised compliance certificates required by delivery clause (c) of this Section 5.01 with respect to the Administrative Agent periods covered thereby that give effect to such restatement, signed by a Financial Officer of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Borrower.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year of the Administrative BorrowerFiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerFiscal Year, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 of the financial covenants set forth in Sections 6.02, 6.07 and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed (excluding exhibits) by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and (which shall promptly furnish to each Lender: of the Lenders): (ai) within 90 105 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a going “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit) to the 41 NYDOCS02/1188161 effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; applied (bthe furnishing of the Borrower’s Form 10-K will satisfy the requirements of this Section 5.01(a)(i)); (ii) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; footnotes (cthe furnishing of the Borrower’s Form 10-Q will satisfy the requirements of this Section 5.01(a)(ii)); (iii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Administrative Borrower (iA) certifying as to whether a Default has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, the date hereof and, if a such Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 5.02(a) and 5.03 and (iiiC) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 4.01(d) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; ; (div) concurrently with any delivery of financial statements under clause (i) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material information filed by the Administrative Borrower or any Subsidiary Subsidiary, with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and and (evi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request, including, without limitation, information or certifications as may be required under the Beneficial Ownership Regulation, if applicable. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative The Borrower shall be deemed to have delivered the financial statements and other information referred to in subclauses (i), (ii) and (v) of this Section 5.01(a), when such filings, financials or other information have been delivered to posted on the Administrative Agent and the Lenders upon the filing Internet website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) or on the Borrower’s own internet website as previously identified to the Agent and Lenders. If the Agent or a Lender requests such filings, financial statements or (ii) clause (c) of this Section by other information to be delivered to it in hard copies, the Administrative Borrower shall be deemed satisfied by delivery furnish to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been establishedLender, is functioning and is accessible to each Lender).as applicable, such statements accordingly, provided that no such request shall affect that such filings, financial statements or 42 NYDOCS02/1188161

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 90 105 days after the end of each fiscal year of the Administrative Borrower, its audited the Borrower’s consolidated balance sheet and related consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit other than any “going concern” or like qualification or exception with respect to the regularly scheduled maturity of the Revolving Commitments) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower (or if any fiscal year contains less than four quarters, each of the quarters other than the quarter ending on the date corresponding to the end of such fiscal year), the Borrower, its ’s consolidated balance sheet and related consolidated statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods periods, if any, of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any within five Business Days of delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer substantially in the form of Exhibit E (the Administrative Borrower “Compliance Certificate”) (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with Section 6.7 the covenants contained in Sections 6.11 and 6.12 and (iiiB) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the first fiscal year of the Borrower ending on or after December 31, 2013, of Excess Cash Flow; (d) within five Business Days of delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 6.11 or 6.12 and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) if, as a result of any change in GAAP or in the application thereof has occurred since from those in effect on the date Closing Date, the financial statements delivered pursuant to clause (a) or (b) above will differ in any material respect from the financial statements that would have been delivered pursuant to such clauses had no such change in GAAP or the application thereof been made, then, together with the first delivery of financial statements pursuant to paragraph (a) or (b) above following such change, a schedule prepared by a Financial Officer on behalf of the audited Borrower or the relevant reporting entity reconciling such changes to what the financial statements would have been without giving effect to such change; (f) together with each set of consolidated financial statements referred to in Section 3.4 andSections 5.01(a) and 5.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any any) (which may be in footnote form only) from such change has occurredconsolidated financial statements. (g) no later than 45 days after the commencement of each fiscal year of the Borrower, specifying a detailed quarterly consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, income and cash flows as of the effect end of and for each fiscal quarter of such change on fiscal year and setting forth the financial statements accompanying assumptions used for purposes of preparing such certificatebudget); (dh) promptly after the same become publicly available, copies of all annual, regular, special and periodic and other reports, proxy statements and registration statements (other materials than exhibits thereto and any registration statements on Form S-8 or its equivalent) filed by Holdings, the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canadaor, or after an IPO, distributed by Holdings or the Administrative Borrower to the holders of its shareholders Equity Interests generally, as the case may be; (i) upon the request of the Administrative Agent, copies of any documents described in Sections 101(k) or 101(l) of ERISA that Borrower or any ERISA Affiliate or Subsidiary may request with respect to any Multiemployer Plan; provided, that if the Borrower or any of its ERISA Affiliates or Subsidiaries have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable written request of the Administrative Agent, the Borrower and/or its ERISA Affiliates or Subsidiaries shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and (ej) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section may be satisfied with respect to financial information of the items Borrower by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower that holds all of the Equity Interests of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit other than any “going concern” or like qualification or exception with respect to the regularly scheduled maturity of the Revolving Commitments) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. Documents required to be delivered by (ipursuant to Section 5.01(a) clauses (a)and Section 5.01(b) may be delivered electronically and if so delivered, (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to on the Administrative Agent and date (i) on which the Lenders upon the filing of (A) Borrower posts such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇documents, or provides a link thereto on the Borrower’s website on the Internet and (iiB) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery gives a notice to the Administrative Agent of such items for posting or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to Intralinks which each Lender and the Administrative Agent have access (whether a commercial, third-party website or other whether sponsored by the Administrative Agent); provided that upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such similar system (documents to the extent Intralinks or such other system has been established, is functioning and is accessible Administrative Agent for further distribution to each Lender)Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Financial Statements and Other Information. The Administrative Holdings or the Borrower will furnish to the Administrative Agent and Agent, on behalf of each Lender: (a) within 90 on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 100 days after the end of each such fiscal year of the Administrative Borrower), its audited consolidated balance sheet and related audited consolidated statements of operationsoperations and comprehensive income, stockholders’ equity and cash flows of the Borrower as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition as of the end of and for such year and results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after commencing with the end of financial statements for the fiscal quarter ending March 31, 2014, on or before the date on which such financial statements are required or permitted to be filed with the SEC with respect to each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerBorrower (or, its if such financial statements are not required to be filed with the SEC, on or before the date that is 55 days after the end of each such fiscal quarter), unaudited consolidated balance sheet and related unaudited consolidated statements of income operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition as of the end of and for such fiscal quarter and such portion of the fiscal year and results of operations and cash flows of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the consolidating financial information reflecting adjustments, if any, necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) not later than five days after any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with Section 6.7 the Financial Performance Covenant, if applicable and (B) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2015, of Excess Cash Flow for such fiscal year and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date case of financial statements delivered under paragraph (a) above, setting forth a reasonably detailed calculation of the audited financial statements referred Net Proceeds received during the applicable period by or on behalf of, the Borrower or any of its Restricted Subsidiary in respect of any event described in clause (a) of the definition of the term “Prepayment Event” and the portion of such Net Proceeds that has been invested or are intended to be reinvested in accordance with the proviso in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate2.11(c); (de) not later than 100 days after the commencement of each fiscal year of the Borrower occurring prior to an IPO, a detailed consolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other materials than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by the Administrative Borrower or any Subsidiary of its Restricted Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may beexchange; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, any Intermediate Parent, the Administrative Borrower or any Subsidiaryof its Restricted Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably requestrequest in writing. Any delivery Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the items Borrower and its Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC or (B) the applicable financial statements of Holdings (or any Intermediate Parent or any direct or indirect parent of Holdings); provided that (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion of Ernst & Young LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period). Documents required to be delivered by (i) clauses (apursuant to Section 5.01(a), (b)) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, and (d) of this Section by the Administrative Borrower shall be deemed to 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 on Schedule 9.01 (or otherwise notified pursuant to Section 9.01(d)); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver such documents to the Administrative Agent upon its reasonable request until a written notice to cease delivering such documents is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and upon its reasonable request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or maintain paper copies of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Bookrunners will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Bookrunners, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Borrower shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its the Borrower’s audited consolidated balance sheet sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit or other material qualification or exception other than as a result of the pending maturity of the Revolving Loans and/or any Borrower Debt Securities) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its the Borrower’s consolidated balance sheet sheets and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements (or within three Business Days after any deemed delivery) under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.07, 6.08 and 6.09 as of the end of the period covered by such financial statements, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) identifying any Material Subsidiary, or any Subsidiary which the Borrower has elected to be deemed as a Material Subsidiary, that has not satisfied the Guarantee Requirement; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Borrower, the Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and; (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Borrower, the Company or any other Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; (f) promptly upon the occurrence of any change of Rating by ▇▇▇▇▇’▇ or S&P, a certificate of a Financial Officer setting forth the new Rating, the effective date thereof and, if applicable, notice of any change in the Applicable Rate as a result thereof; (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (h) within 28 Business Days after the last day of each 28-day fiscal period (or, if applicable, 35-day fiscal period), beginning with the fiscal period ending February 22, 2025, calculations in the form of Exhibit B demonstrating compliance with Section 6.07. Any delivery of Notwithstanding the items foregoing, any financial statements or other reports or filings required to be delivered furnished by (i) clauses the Borrower pursuant to clause (a), (b), and ) or (d) of this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered to furnished if the Administrative Agent and Borrower has (i) filed the Lenders upon the filing of such items same with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on via the ▇▇▇▇▇, or ▇ filing system and the same are publicly available and (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery delivered notice thereof to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP ▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P. or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause clauses (a) or (b) above, a certificate of a Financial Officer of Borrower, in the Administrative Borrower form of Exhibit B hereto, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 5.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred Effective Date which would reasonably be expected to in Section 3.4 have an adverse effect on Borrower and its Subsidiaries, on a consolidated basis, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) to be delivered by January 31 and, promptly after the same become publicly when available, copies any material revisions of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may besuch budget; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent may reasonably request. Any delivery For purposes of the items required to be delivered by (i) clauses (a), ) and (b)) above, and (d) of this Section by the Administrative Borrower financial statements referred to therein shall be deemed to have been delivered to the Administrative Agent and the Lenders upon on the filing date on which such financial statements are posted on the ▇▇▇▇▇ System of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Commission.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP, PricewaterhouseCoopers LLP LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.1 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other financial reports, proxy statements and other financial materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and; (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery ; and (g) as soon as available, but in any event no later than February 15, 2010, an annual business plan and budget of the items required Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, in form satisfactory to be delivered by (i) clauses (athe Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries for the fiscal year ending December 31, 2010. The requirements of Sections 5.1(a), (b)) and (e) shall be deemed to be satisfied if the Borrower shall have made such materials available to the Lenders and the Administrative Agent, including by electronic transmission, within the time periods specified therefor, in which case “delivery” of such statements for purposes of Section 5.1(c) and (d) of this Section by shall mean making such statements available in such fashion. The Borrower hereby acknowledges that (a) the Administrative Agent and/or one or more of the Joint Lead Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Borrower shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC”.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and the Administrative Agent will distribute to each Lender: (a) within 90 120 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception exception, and without any qualification or exception as to the scope of such auditaudit (other than any exception, explanatory paragraph or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of the Loans occurring within one year from the time such report is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied and a management discussion and analysis that includes a comparison of performance for that fiscal year to the corresponding period in the prior year; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related consolidated statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and a management discussion and analysis that includes a comparison of performance for that fiscal quarter to the corresponding period in the prior year; (c) promptly upon receipt thereof all management letters and other material correspondence issued by the Loan Parties’ auditors; (d) concurrently with any delivery of financial statements under clause (a) or (b) aboveabove (collectively or individually, as the context requires, the “Financial Statements”), a certificate of a Financial Officer of the Administrative Borrower in substantially the form of Exhibit D (i) Table of Contents certifying, in the case of the Financial Statements delivered under clause (b) above, as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether including any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred intent to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateexercise a cure right; (de) promptly after concurrently with any delivery of Financial Statements under clause (a) above, a certificate of the same become publicly accounting firm that reported on such Financial Statements stating whether they obtained knowledge during the course of their examination of such Financial Statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) as soon as available, copies but in any event no later than 90 days following the end of all periodic each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2014, a copy of the plan and other reportsforecast (including a projected consolidated and consolidating balance sheet, proxy statements income statement and other materials filed by cash flow statement) of the Borrower for each monthquarter of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; andAgent; (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any SubsidiaryLoan Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery . (h) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the items applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (i) promptly after the designation of (x) a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate of an authorized officer of the Borrower certifying compliance with the definition of the term Unrestricted Subsidiary and (y) upon designation of an Unrestricted Subsidiary as a Restricted Subsidiary certifying compliance with the terms (including all Negative Covenants) of this Agreement. (j) while any Subsidiary is designated as an Unrestricted Subsidiary, financial information required to be delivered by (i) pursuant to clauses (a), ) and (b), and (d) of this Section 5.01 accompanied by consolidating information that explains in reasonable detail the Administrative differences between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand (which need not be audited in the case of clause (a) of this Section 5.01). Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of Holdings, the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a Table of Contents parent of the Borrower, such information is accompanied by consolidating information (which need not be audited in the case of clause (a) of this Section 5.01) that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report of an independent registered public accounting firm of nationally recognized standing, which report and opinion (x) shall be prepared in accordance with generally accepted auditing standards and (y) shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any exception, explanatory paragraph or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of the Loans occurring within one year from the time such report and opinion is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date)). Documents required to be delivered pursuant to clauses (a) and (b) of this Section 5.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇; provided, that, (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission ) of such documents to the Administrative Agent and (B) the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall notify (which notification may be deemed satisfied by delivery to facsimile or electronic transmission) the Administrative Agent of the posting of any such items documents on any website described in this paragraph. Each Lender shall be solely responsible for posting timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Administrative Agent shall have no obligation to Intralinks request the delivery of or other to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such similar system (request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to the extent Intralinks it or maintaining its copies of such other system has been established, is functioning and is accessible to each Lender)documents.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and the Administrative Agent will distribute to each Lender: (a) within 90 120 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related consolidated statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception exception, and without any qualification or exception as to the scope of such auditaudit (other than any exception, explanatory paragraph or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of the Loans occurring within one year from the time such report is delivered or (ii) any actual or potential inability to satisfy a financial maintenance covenant on a future date)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied and a management discussion and analysis that includes a comparison of performance for that fiscal year to the corresponding period in the prior year; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related consolidated statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and a management discussion and analysis that includes a comparison of performance for that fiscal quarter to the corresponding period in the prior year; (c) promptly upon receipt thereof all management letters and other material correspondence issued by the Loan Parties’ auditors; (d) concurrently with any delivery of financial statements under clause (a) or (b) above (collectively or individually, as the context requires, the “Financial Statements”), a Compliance Certificate (i) certifying, in the case of the Financial Statements delivered under clause (b) above, a certificate as presenting fairly in all material respects the financial condition and results of a Financial Officer operations of the Administrative Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (iii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether including any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred intent to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateexercise a cure right; (de) promptly after concurrently with any delivery of Financial Statements under clause (a) above, a certificate of the same become publicly accounting firm that reported on such Financial Statements stating whether they obtained knowledge during the course of their examination of such Financial Statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (f) as soon as available, copies but in any event no later than 90 days following the end of all periodic each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2014, a copy of the plan and other reportsforecast (including a projected consolidated and consolidating balance sheet, proxy statements income statement and other materials filed by cash flow statement) of the Borrower for each quarter of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; andAgent; (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any SubsidiaryLoan Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery . (h) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the items applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. (i) promptly after the designation of (x) a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate of an authorized officer of the Borrower certifying compliance with the definition of the term Unrestricted Subsidiary and (y) upon designation of an Unrestricted Subsidiary as a Restricted Subsidiary certifying compliance with the terms (including all Negative Covenants) of this Agreement. (j) while any Subsidiary is designated as an Unrestricted Subsidiary, financial information required to be delivered by (i) pursuant to clauses (a), ) and (b), and (d) of this Section 5.01 accompanied by consolidating information that explains in reasonable detail the Administrative differences between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand (which need not be audited in the case of clause (a) of this Section 5.01). Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of Holdings, the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information (which need not be audited in the case of clause (a) of this Section 5.01) that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report of an independent registered public accounting firm of nationally recognized standing, which report and opinion (x) shall be prepared in accordance with generally accepted auditing standards and (y) shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any exception, explanatory paragraph or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of the Loans occurring within one year from the time such report and opinion is delivered or (ii) any actual or potential inability to satisfy a financial maintenance covenant on a future date)). Documents required to be delivered pursuant to clauses (a) and (b) of this Section 5.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇; provided, that, (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission ) of such documents to the Administrative Agent and (B) the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall notify (which notification may be deemed satisfied by delivery to facsimile or electronic transmission) the Administrative Agent of the posting of any such items documents on any website described in this paragraph. Each Lender shall be solely responsible for posting timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Administrative Agent shall have no obligation to Intralinks request the delivery of or other to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such similar system (request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to the extent Intralinks it or maintaining its copies of such other system has been established, is functioning and is accessible to each Lender)documents.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and Agent, which will make available to each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) identifying any Subsidiary formed or acquired during the most recent fiscal quarter covered by such financial statements, and stating whether the Collateral and Guarantee Requirement has been satisfied in respect of such Subsidiary, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 the Financial Covenants and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since (A) with respect to the initial set of financial statements delivered hereunder, the date of the Borrower’s audited financial statements referred to in Section 3.4 3.01, and (B) thereafter, the date of the Borrower’s previously delivered financial statements referred to in Section 5.01(a), and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default with respect to the Financial Covenants (which certificate may be limited to the extent required by accounting rules or guidelines); provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of such Default; (e) as soon as available but in no event later than 45 days after the commencement of each fiscal year of the Borrower, a reasonably detailed consolidated budget for such fiscal year (broken down by quarter and including a projected consolidated balance sheet and related statements of projected operations and cash flow of the Borrower and its consolidated Subsidiaries (i) as of the end of and for such fiscal year and (ii) covering the period including each fiscal year from the then-current fiscal year through the year in which the Term Maturity Date occurs; (f) promptly after the same become publicly available, copies notice of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (eg) promptly following any request therefor, such other information regarding the properties, operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent may reasonably request. Any delivery of the items Information required to be delivered by (i) clauses (a), (b), and (d) of pursuant to this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered to if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent and on an IntraLinks or similar site to which the Lenders upon have been granted access or shall be available on the filing website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on at ▇▇▇▇://▇, ▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence shall have been delivered or (ii) clause (c) caused to be delivered to the Lenders providing notice of such posting or availability); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year Fiscal Year of the Administrative BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than any qualification that results solely from a current maturity of any Loans) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Administrative BorrowerCompany, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end year‑end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.08 and 7.09, (iii) stating whether an updated copy of the schedules to the Security Agreement or a certification that no such updates are needed, (iv) describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred for the immediately preceding Fiscal Year that is material with respect to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (v) if the Net Leverage Ratio is greater than or equal to 3.50 to 1.0 and the Term B-2 Loan is outstanding, in the case of a Compliance Certificate delivered in connection with the financial statements delivered under Section 6.01(a), setting forth reasonably detailed calculations of Excess Cash Flow (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and other materials quarterly reports filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said the Securities and Exchange Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and; (e) promptly upon the receipt thereof, a copy of any management letter or management report prepared by the Company’s independent certified public accountants in conjunction with the financial statements described in Section 6.01(a); (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) not later than 75 days (or in the case of the first Fiscal Year beginning after the consummation of the Heartland Acquisition, not later than 120 days) after the beginning of each Fiscal Year of the Company, commencing with the first Fiscal Year beginning after the consummation of the Heartland Acquisition, an annual business plan and budget of the Company and its Subsidiaries containing, among other things, pro forma financial statements for each quarter of such Fiscal Year; and (h) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation. Any Notwithstanding the foregoing requirements for delivery of the items required to be delivered by (i) clauses (aannual and quarterly financial statements and reports and other filings in Section 6.01(a), (b), ) and (d) of this above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section by the Administrative Borrower 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the ▇▇▇▇▇ Database and ▇▇▇.▇▇▇; provided that the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non‑public information with respect to either of the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market‑related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders upon to treat such Borrower Materials as not containing any material non‑public information with respect to the filing Company or its securities for purposes of such items with the Securities United States Federal and Exchange Commission or other applicable state securities commission, laws (provided that to the extent such items Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are readily permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for public viewing posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year Fiscal Year of the Administrative BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such auditaudit (other than any qualification that results solely from a current maturity of any Loans) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Administrative BorrowerCompany, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.08 and 7.09, (iii) stating whether an updated copy of the schedules to the Security Agreement or a certification that no such updates are needed, (iv) describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred for the immediately preceding Fiscal Year that is material with respect to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (v) if the Leverage Ratio is greater than or equal to 3.50 to 1.0 and the Term B-2 Loan is outstanding, in the case of a Compliance Certificate delivered in connection with the financial statements delivered under Section 6.01(a), setting forth reasonably detailed calculations of Excess Cash Flow (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, copies of all periodic annual and other reports, proxy statements and other materials quarterly reports filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said the Securities and Exchange Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generallyexchange, as the case may be; and; (e) promptly upon the receipt thereof, a copy of any management letter or management report prepared by the Company’s independent certified public accountants in conjunction with the financial statements described in Section 6.01(a); (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) not later than 75 days (or in the case of the first Fiscal Year beginning after the consummation of the Heartland Acquisition, not later than 120 days) after the beginning of each Fiscal Year of the Company, commencing with the first Fiscal Year beginning after the consummation of the Heartland Acquisition, an annual business plan and budget of the Company and its Subsidiaries containing, among other things, pro forma financial statements for each quarter of such Fiscal Year. Any Notwithstanding the foregoing requirements for delivery of the items required to be delivered by (i) clauses (aannual and quarterly financial statements and reports and other filings in Section 6.01(a), (b), ) and (d) of this above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section by the Administrative Borrower 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the ▇▇▇▇▇ Database and ▇▇▇.▇▇▇; provided that the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the Lenders upon to treat such Borrower Materials as not containing any material non-public information with respect to the filing Company or its securities for purposes of such items with the Securities United States Federal and Exchange Commission or other applicable state securities commission, laws (provided that to the extent such items Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are readily permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for public viewing posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 90 105 days (or such earlier date that is 10 days after the then-current filing deadline for the Borrower's Annual Report on Form 10-K) after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other another registered independent public accountants accounting firm of recognized national standing (without a “"going concern” " or like qualification or exception and without any material qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and position, results of operations and cash flows of the Administrative Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available and in any event within 45 50 days (or such earlier date that is five days after the then-current filing deadline for the Borrower's Quarterly Report on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet as of the end of such fiscal quarter and related statements of income and cash flows as of the end of and for such fiscal quarter and of income and cash flows for the then elapsed portion of the such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating (x) compliance with Section 6.7 6.08(c) and (y) the Borrower's ratio under Section 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower's audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) identifying any Subsidiary formed or acquired since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (v) identifying any change in a Subsidiary Loan Party's (and, prior to the Borrowing Base Date, Holding's and any of its subsidiaries') name, form of organization or jurisdiction of organization, including as a result of any merger transaction, since the end of the fiscal quarter immediately preceding the most recent fiscal quarter covered by such financial statements, (vi) setting forth the aggregate amount of Optional Debt Repurchases made by the Borrower during the most recent fiscal quarter covered by such financial statements, identifying the Indebtedness repurchased, redeemed, retired or defeased and specifying the provisions of Section 6.08(b) or (c) pursuant to which each such Optional Debt Repurchase was effected and quantifying the amounts effected under each such provision, (vii) setting forth the amount and type of Indebtedness issued or incurred and Securitizations (or increases in the amounts thereof) and Factoring Transactions consummated during the most recent fiscal quarter covered by such financial statements, (viii) identifying, with respect to all Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the most recent balance sheet included in such financial statements, the clause of Section 6.01(a) pursuant to which such Indebtedness is then permitted to be outstanding, (ix) setting forth the amount of Restricted Payments made during the most recent fiscal quarter covered by such financial statements and the provision of Section 6.08(a) pursuant to which such Restricted Payments were made, and (x) setting forth the aggregate sale price of Eligible Script Lists sold since the most recent date on which the Eligible Script Lists Value was provided to the Lenders in the event aggregate sale price for all Eligible Script Lists sold since such date of determination exceeds 5% of the most recently determined Eligible Script Lists Value; (d) promptly after the same become publicly availableconcurrently with any delivery of financial statements under clause (a) above, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all a certificate of the functions accounting firm that reported on such financial statements (i) stating whether they obtained knowledge during the course of said Commission, their examination of such financial statements of any Default and (ii) confirming the calculations set forth in the officer's certificate delivered simultaneously therewith pursuant to clause (c)(ii) above (which certificate may be limited to the extent required by accounting rules or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; andguidelines); (e) promptly following any request therefor, such other information regarding within three Business Days after the operations, business affairs and financial condition end of each fiscal month of the Administrative Borrower, a certificate of a Financial Officer setting forth in reasonable detail a description of each disposition of assets not in the ordinary course of business for which the book value or fair market value of the assets of the Borrower or any Subsidiary, the Subsidiaries disposed or compliance with the terms consideration received therefor was greater than $10,000,000; (i) within 14 Business Days after the end of this Agreement, as the Administrative Agent may reasonably request. Any delivery each fiscal month of the items required to Borrower, a Borrowing Base Certificate showing the Borrowing Base Amount as of the close of business on the last day of such fiscal month, certified as complete and correct by a Financial Officer; provided that a Borrowing Base Certificate shall be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and each Lender within four Business Days after the Lenders upon end of a fiscal week of the filing of Borrower if at any time during such items fiscal week the Revolver Availability is less than or equal to $200,000,000 (with the Securities and Exchange Commission or other applicable securities commissionamount with respect to Eligible Inventory stored at distribution centers included in the Borrowing Base Amount shown on such Borrowing Base Certificate delivered under this proviso being the amount computed as of the close of business on the last day of the Borrower's most recent fiscal month for which such amount is available, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower which computation shall be deemed satisfied by delivery to completed within 14 Business Days after the Administrative Agent end of such items for posting to Intralinks or other such similar system (to each fiscal month of the extent Intralinks or such other system has been established, is functioning and is accessible to each LenderBorrower).;

Financial Statements and Other Information. (a) The Administrative Borrower will furnish to the Administrative Agent and (with a duplicate copy for each Lender:): (ai) within 90 120 days after the end of each fiscal year year, an audited balance sheet of the Administrative Borrower, its audited consolidated balance sheet Borrower and the related statements of operationsincome, stockholders’ member's equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the comparable figures for the previous fiscal year, all reported on by PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (bii) within 45 90 days after the end of each of the first three fiscal quarters of each fiscal year year, a balance sheet of the Administrative Borrower, its consolidated balance sheet Borrower and the related statements of income income, member's equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently not later than 45 days after the end of each fiscal quarter of the Borrower, commencing with any delivery of financial statements under clause (a) or (b) abovethe quarter ending June 30, 2000, a certificate of a Financial Officer of the Administrative Borrower (i) certifying setting forth in reasonable detail calculations of Net Operating Cash Flow and Debt Service of the Borrower for, and the Debt Service Coverage Ratio of the Borrower as to whether a Default has occurred of, the end of such fiscal quarter and, if during such quarter the Borrower has entered into any material power purchase, fuel supply, operation or maintenance agreement, or any other agreement the breach of which by any party thereto could reasonably be expected to have a Default has occurredMaterial Adverse Effect, specifying the details thereof such certificate shall be accompanied by (A) a true, correct and any action taken or proposed complete copy of each such agreement and (B) an updated Schedule 1.01A, identifying each such agreement as a Material Project Contract. Each such updated schedule, upon delivery, shall be deemed to be taken with respect theretoa part of this Agreement and shall supercede any earlier dated Schedule 1.01A. (iv) not later than November 1 in each year, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date projections prepared by a Financial Officer of the audited financial statements referred to Borrower showing in Section 3.4 andreasonable detail the Borrower's projected operating revenues and operating expenses, if any such change has occurredand the Borrower's projected Capital Expenditures, specifying for the effect of such change on the financial statements accompanying such certificatefollowing fiscal year; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ev) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any SubsidiaryBorrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent may reasonably request. Any . (b) Each year, at the time of delivery of the items required annual financial statements of the Borrower pursuant to be delivered by clause (i) clauses (aof Section 6.01(a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered will furnish to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) setting forth the information required pursuant to Sections 1 and 2 of the Lenders upon Perfection Certificate or confirming that there has been no change in such information since the filing date of such items with the Securities Perfection Certificate or the date of the most recent certificate delivered pursuant to this paragraph and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) certifying that all Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above, and all other actions have been taken, to the extent necessary to protect and perfect the security interests under the Security Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) of this Section by Not earlier than 90 days and not later than five Business Days prior to each Renewal Date, the Administrative Borrower shall be deemed satisfied by delivery will furnish to the Administrative Agent (with a duplicate copy for each Lender): (i) a report of a Renewal Independent Engineer, dated not earlier than 90 days prior to the Renewal Date, stating whether or not the conditions specified in clauses (i) and (ii) of the definition of Renewal Requirements have been met as of the preceding Determination Date and including calculations, schedules and other information supporting in reasonable detail the conclusions contained therein; and (ii) a certificate, dated not more than five days prior to the delivery thereof and signed by a Financial Officer of the Borrower, to the effect that as of the preceding Determination Date and as of the date of such items for posting to Intralinks certificate (A) no Default or other such similar system Event of Default had occurred or was continuing, and (B) the amount of cash and the fair market value of Eligible Investments on deposit in the Debt Service Reserve Account was at least equal to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Debt Service Reserve Requirement.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefortherefore, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower ------------------------------------------ will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated and unaudited consolidating balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Price Waterhouse Coopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated and consolidating balance sheet sheets and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower MetLife will furnish to the Administrative Agent and each Lender: (ai) within 90 as soon as available, but not later than 120 days after the end of each fiscal year of MetLife, copies of MetLife's annual report on Form 10-K as filed with the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and SEC for such year, setting forth in each case in comparative form the figures for the previous fiscal year; and (ii) as soon as available, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of MetLife, copies of MetLife's quarterly report on Form 10-Q as filed with the Administrative Borrower, its consolidated balance sheet and related statements of income and cash flows as of the end of and SEC for such fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth in each case in comparative form certified by an appropriate Financial Officer as being the figures for the corresponding period or periods of (or, in the case complete and correct copies of the balance sheet, as of statements on such forms furnished by MetLife to the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSEC; (cb) concurrently with any delivery of financial statements under clause (a) above or (except as to clause (ii) of this paragraph (b)) aboveclause (c) or (d) below, a certificate of a Financial Officer of the Administrative Borrower MetLife (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.04 and 7.05 and (iii) stating whether any change in GAAP or SAP, as the case may be, or in the application thereof has occurred since the date of the audited most recently delivered financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (c) within five days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the end of each year, the annual Statutory Statement of the Company for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial position of the Company for such year in accordance with SAP; (d) promptly within five days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the same become publicly available, copies end of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all each of the functions first three quarterly periods of said Commissioneach year, or the quarterly Statutory Statement of the Company for such period, certified by one of its Financial Officers as presenting fairly in all material respects the financial position of the Company for such period in accordance with SAP; (e) within five days after any national securities exchange or any applicable securities commission change in Canadaa Debt Rating for a Borrower, or distributed by the Administrative Borrower to its shareholders generally, as the case may benotice of such change; and (ef) within ten days after knowledge of the occurrence of any ERISA Event, a description of such ERISA Event; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower MetLife or any Subsidiaryof its Material Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by pursuant to Section 4.04 or Section 6.01 (ito the extent any such documents are included in materials otherwise filed with the SEC) clauses (a)may be delivered electronically and if so delivered, (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provides a link thereto on the Borrowers' website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrowers' behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers shall deliver paper copies of such documents to the Administrative Agent until a written request to cease delivering paper copies is given by the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause the Borrowers shall notify (cwhich may be by facsimile or electronic mail) of this Section by the Administrative Borrower shall be deemed satisfied by delivery Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such items for posting documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to Intralinks or other such similar system (provide paper copies of the certificate required by Section 6.01(b) to the extent Intralinks Administrative Agent. Except for such certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such other system has been establishedrequest for delivery, is functioning and is accessible each Lender shall be solely responsible for requesting delivery to each Lender)it or maintaining its copies of such documents.

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 90 120 days after the end of each fiscal year of the Administrative BorrowerCompany, a copy of its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerCompany, a copy of its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Company (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or 6.06 ( provided , however , that, in the application thereof has occurred since case of any such certificate required to be furnished concurrently with the date delivery of financial statements under clause (b) above for any fiscal quarter of the audited Company during which the Company or its Subsidiaries shall have consummated an acquisition or a disposition of assets as a result of which the Company is required to file with the SEC a Current Report on Form 8-K containing pro forma financial statements with respect to such acquisition or disposition, such certificate may omit certifications with respect to compliance with Section 6.06 and the calculations referred to in clause (ii) above if (x) such acquisition or disposition shall have been consummated less than 75 days (or such shorter number of days as may be provided under the rules and regulations of the SEC for the filing with the SEC of a Current Report on Form 8-K containing such pro forma financial statements) prior to the date such certificate is required to be so furnished and (y) the pro forma financial statements required to make such certifications and calculations are not available at the time such certificate is required to be so furnished; provided further , however , that a supplemental certificate of a Financial Officer of the Company certifying as to compliance with Section 3.4 and, if any 6.06 and providing the calculations referred to in clause (ii) above shall be delivered within 75 days (or such change has occurred, specifying shorter number of days) after the effect consummation of such change on the financial statements accompanying such certificateacquisition or disposition); (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials regularly filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in CanadaSEC, or distributed by the Administrative Borrower Company to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Company, any other Borrower or any Significant Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower substantially in the form of Exhibit D (i) certifying as to whether a Default --------- has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed in reasonable detail calculations demonstrating compliance with Section 6.7 Sections 6.10, 6.11 and 6.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within the first 15 days of each fiscal year of the Borrower, its consolidated budget for such fiscal year certified by a Financial Officer of the Borrower and setting forth in reasonable detail (i) the assumptions made in connection therewith and (ii) calculations demonstrating compliance with Sections 6.10, 6.11 and 6.12; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 95 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with as promptly as practicable and in any event not later than (i) 25 days after any delivery of financial statements under clause (a) or above and (ii) 10 days after any delivery of financial statements under clause (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) showing the aggregate amounts of Domestic Assets and Domestic Revenues, the portion of the aggregate amounts of Domestic Assets and Domestic Revenues attributable to each Designated Subsidiary and the Indenture Basket Amount as of the date of the balance sheet included in such financial statements and for the period of four fiscal quarters then ended and (B) demonstrating compliance with Sections 6.12, 6.13 and 6.14, (iii) setting forth any changes required to be made to Schedule 1.01(b) in order for the information set forth therein to be complete and correct as of the date of the balance sheet included in such financial statements (or stating that no such changes are required) and any other information required pursuant to Section 6.7 4.03(c) of the Guarantee and Collateral Agreement and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements referred delivered under clause (a) above (or, prior to in Section 3.4 the delivery of any such financial statements, since December 31, 2001) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of a certificate of a Financial Officer under clause (c)(i) above, a certificate of the accounting firm that reported on such financial statements stating that, in connection with its audit, nothing has come to its attention that caused it to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of Article V, VI or VII of this Agreement (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; (f) upon the earlier of (i) 10 business days following approval of such information by the Board of Directors of the Borrower and (ii) March 31 of each fiscal year of the Borrower, an annual budget of the Borrower and the Subsidiaries for such fiscal year; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Information required to be delivered by (i) clauses (a), (b), and (d) of pursuant to this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered to if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent and on an IntraLinks or similar site to which the Lenders upon have been granted access or shall be available on the filing website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on at http://www.sec.gov (and a confirming electronic correspondence is del▇▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇▇ ▇o be delivered providing notice of such posting or (ii) clause (c) availability); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower MetLife will furnish to the Administrative Agent and each Lender: (ai) within 90 as soon as available, but not later than 120 days after the end of each fiscal year of MetLife, copies of MetLife's annual report on Form 10-K as filed with the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and SEC for such year, setting forth in each case in comparative form the figures for the previous fiscal year; and (ii) as soon as available, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of MetLife, copies of MetLife's quarterly report on Form 10-Q as filed with the Administrative Borrower, its consolidated balance sheet and related statements of income and cash flows as of the end of and SEC for such fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth in each case in comparative form certified by an appropriate Financial Officer as being the figures for the corresponding period or periods of (or, in the case complete and correct copies of the balance sheet, as of statements on such forms furnished by MetLife to the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSEC; (cb) concurrently with any delivery of financial statements under clause (a) above or (except as to clause (ii) of this paragraph (b)) aboveclause (c) or (d) below, a certificate of a Financial Officer of the Administrative Borrower MetLife (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 7.04 and 7.05 and (iii) stating whether any change in GAAP or SAP, as the case may be, or in the application thereof has occurred since the date of the audited most recently delivered financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (c) within five days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the end of each year, the annual Statutory Statement of the Company for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial position of the Company for such year in accordance with SAP; (d) promptly within five days after filing with the Applicable Insurance Regulatory Authority and in any event within 60 days after the same become publicly available, copies end of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all each of the functions first three quarterly periods of said Commissioneach year, or the quarterly Statutory Statement of the Company for such period, certified by one of its Financial Officers as presenting fairly in all material respects the financial position of the Company for such period in accordance with SAP; (e) within five days after any national securities exchange or any applicable securities commission change in Canadaa Debt Rating for a Borrower, or distributed by the Administrative Borrower to its shareholders generally, as the case may benotice of such change; and (ef) within ten days after knowledge of the occurrence of any ERISA Event, a description of such ERISA Event; and (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower MetLife or any Subsidiaryof its Material Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower in substantially the form of Exhibit G (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) as soon as available, but in any event not more than thirty (30) days prior to the end of each fiscal year of the Borrower, a copy of the preliminary plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower for the following fiscal year, and not more than one hundred twenty (120) days after the commencement of such following fiscal year a copy of the final version of such plan and forecast, in each case, in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 75 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.1 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other financial reports, proxy statements and other financial materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by (i) clauses (apursuant to Section 5.1(a), (b)) or (e) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission) may be delivered electronically and (d) of this Section by the Administrative Borrower if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such delivery, and each Lender shall be solely responsible for maintaining its own copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or one or more of the Joint Lead Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders upon Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the filing of such items with Platform not designated “Public Side Information.” Notwithstanding the Securities and Exchange Commission or other applicable securities commissionforegoing, provided that such items are readily available for public viewing on the Borrower shall be under no obligation to ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative ▇ any Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Materials “PUBLIC”.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholderschanges in shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP PricewaterhouseCoopers, L.L.P., or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, changes in shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Responsible Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating (A) of the components of the Leverage Ratio as of the last day of the fiscal period in respect of which such financial statements are being delivered and (B) confirming compliance with Section 6.7 Sections 6.11 and 6.12 and each other provision of Article VI imposing a numerical limit, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements Audited Financial Statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of consolidated financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their audit of such consolidated financial statements of any Default insofar as it relates to accounting matters (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; (f) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by (i) clauses (apursuant to Section 5.01(a), (b)) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, and (d) of this Section by the Administrative Borrower if so delivered, shall be deemed to have been delivered to on the Administrative Agent date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on Retrieval system (▇▇▇▇▇, ); or (ii) clause on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (c) of this Section whether a commercial, third-party website or whether made available by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall be deemed satisfied by delivery deliver paper copies of such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) if the Borrower relies on delivery as described in clause (ii) of this paragraph, the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such items documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for posting delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to Intralinks or other it and maintaining its copies of such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)documents.

Financial Statements and Other Information. The Administrative Borrower Borrowers will furnish to the Administrative Agent Agent, the Issuing Bank, and each Lender: (a) within 90 100 days after the end of each fiscal year of the Administrative Domestic Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Domestic Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Domestic Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Domestic Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.01(g), 6.01(n), 6.01(o), 6.03(a)(vi)(E), 6.04(n), 6.07(d) and 6.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [intentionally omitted]; (e) as soon as available, but in any event not more than forty-five (45) days after the commencement of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower for each month of such fiscal year in form reasonably satisfactory to the Administrative Agent; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by (i) pursuant to clauses (a), ) and (b), and (d) of this Section by the Administrative Borrower 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent and the Lenders upon the filing by electronic mail electronic versions (i.e., soft copies) of such items with documents. Notwithstanding anything contained herein, in every instance the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or Borrower shall be required to provide paper copies (iiwhich may be delivered electronically) of the compliance certificates required by clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery 5.01 to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (x) of the amount of “Permitted Indebtedness” (as described in part (2) of the definition thereof in the Senior Note Indenture) then outstanding and then permitted to be incurred by the terms of the Senior Note Indenture and (y) demonstrating compliance with Section 6.7 Sections 6.07 through 6.08 and 6.15 and 6.16, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) if the assets, liabilities or results of operations of any FIN 46 Subsidiary are reflected in such financial statements, attaching such additional information, all certified by a Financial Officer of the Borrower and in form and detail satisfactory to the Administrative Agent, as may be necessary to permit computation of all amounts relevant to the determination of the Borrower’s compliance with this Agreement (taking into account the fact that FIN 46 Subsidiaries and their respective assets, liabilities and results of operations are excluded from all computations made on a consolidated basis for the Borrower and its Subsidiaries hereunder); (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reportsreports (including reports on Form 8-K), proxy statements and other financial materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and; (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) no later than 60 days following the first day of each fiscal year of the Borrower, a budget in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income, sources and uses of cash and balance sheets) for the Borrower and its Subsidiaries on a consolidated basis prepared by the Borrower for each of the four fiscal quarters of such fiscal year prepared in detail, setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based; and (h) promptly after the delivery thereof, copies of all financial information, proxy materials and reports which the Borrower or any of its Subsidiaries shall deliver to holders (or any trustee, agent or representative therefor) of any of its other Material Indebtedness in each case pursuant to the terms of the documentation governing such Material Indebtedness. Any delivery of the items financial statement or other material required to be delivered by (i) clauses (a), (b), and (d) of pursuant to this Section by the Administrative Borrower 5.01 shall be deemed to have been delivered furnished to the Lenders on the date that an electronic copy of such financial statement or other material is provided to the Administrative Agent and or is available to the Lenders upon on the filing website of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; provided that the Borrower will furnish paper copies of such financial statements and other materials to any Lender that requests, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery notice to the Administrative Agent of Borrower, that the Borrower do so, until the Borrower receives notice from such items for posting Lender to Intralinks or other cease delivering such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)paper copies.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, shareholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers Officers, based on that Financial Officer's knowledge, as presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Administrative Borrower as of, and its consolidated Subsidiaries on a consolidated basis for, such periods (or certified to similar effect in accordance with GAAP consistently applied, subject to normal year-end audit adjustments such other form as may be required by the Securities and the absence of footnotesExchange Commission); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate6.03; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), and ) or (d) of this Section by the Administrative Borrower 5.01 (including any certifications required thereby) shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing information has been posted on the Borrower's website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇/▇▇▇▇▇/searchdgar/webusers.htm or (ii) clause (c) of this Section at another website identified in such notice and accessible by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Lenders without charge.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably requestrequest and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission SEC or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 65 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP LLC or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) within five (5) Business Days following the delivery of the financial statements referred to in subsections (a) or (b) of this Section 5.01, a copy of the certification signed by the principal executive officer and the principal financial officer of the Borrower (each, a “Certifying Officer”) as required by Rule 13A-14 under the Exchange Act and a copy of the internal controls disclosure statement by such Certifying Officers as required by Rule 13A-15 under the Exchange Act and Final Rules Release No. 33-8238 of the SEC, each as included in the Borrower’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period; (d) concurrently with any delivery of financial statements under clause subsections (a) or (b) aboveof this Section 5.01, a certificate of a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.04(a) and (iiib) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canada, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Borrowers ------------------------------------------ will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative BorrowerNMT Medical, Inc., its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower NMT Medical, Inc. and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerNMT Medical, Inc., its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower NMT Medical, Inc. and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Borrowers (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary NMT Medical, Inc. with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower NMT Medical, Inc. to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any SubsidiaryBorrowers and the Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Company will furnish to the Administrative Agent and for distribution to each Lender: (a) within 90 ninety (90) days after the end of each fiscal year of the Administrative BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative BorrowerCompany, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Company in substantially the form of Exhibit C (i) certifying, in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consis-tently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with the amount of the Available Amount utilized for Investments made pursuant to Section 6.7 6.04(cc), Restricted Payments made pursuant to clause (g)(ii)(C) of Section 6.09, or payments made of or in respect of Subordinated Indebtedness pursuant to Section 6.10(a)(v), in each case, during the most recent fiscal quarter included in such financial statements and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within ninety (90) days after the end of each fiscal year of the Company, a copy of the plan and forecast of the Company and its Subsidiaries in the form previously provided to, and approved by, the Administrative Agent; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower Company or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Company to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items Documents required to be delivered by (i) clauses (a), (b), and (d) of pursuant to this Section by the Administrative Borrower 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent and the Lenders upon the filing by electronic mail electronic versions (i.e., soft copies) of such items with documents. Notwithstanding anything contained herein, in every instance the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) Company shall be required to provide paper copies of the compliance certificates required by clause (cd) of this Section by the Administrative Borrower shall be deemed satisfied by delivery 5.01 to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Agent.

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and on behalf of each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related audited consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its unaudited consolidated balance sheet and related unaudited consolidated statements of income income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower (i) certifying stating that, except as to whether a set forth in such certificate, such Financial Officer has no knowledge of any Default has having occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with Section 6.7 the covenants contained in Sections 6.12 and 6.13 and (B) in the case of financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of the Borrower ending December 31, 2008, of Excess Cash Flow and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within 45 days after the commencement of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2008, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected income and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials material filings (as reasonably determined by the Borrower) filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to the holders of its shareholders Equity Interests generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Arranger may reasonably request. Any delivery of the items Information required to be delivered by (i) pursuant to clauses (a), (b), ) and (de) of this Section by the Administrative Borrower shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing information has been posted on the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇.▇▇▇/ investorrelations/ir_home.stm, at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/ webusers.htm or at another website identified in such notice and accessible by the Lenders without charge, provided that (iii) such notice may be included in a certificate delivered pursuant to clause (c) and (ii) the Borrower shall deliver paper copies of this Section by the information required to be delivered pursuant to clauses (a), (b) and (e) to any Lender that requests such delivery. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed satisfied by delivery to have authorized the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent of such items and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to Intralinks or other such similar system (to on a portion of the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)Platform not designated “Public Investor.”

Financial Statements and Other Information. The Administrative Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Administrative Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP KPMG or other independent public accountants of recognized national standing or otherwise reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of the Chief Executive Officer or a Financial Officer of the Administrative Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default with respect to Sections 6.10 and 6.11 (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower to its shareholders generally, as the case may be; and; (ef) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items ; and Information required to be delivered by (i) clauses (a), (b), and (d) of pursuant to this Section by the Administrative Borrower shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the U.S. Securities and Exchange Commission at h▇▇▇://▇▇▇.▇▇▇.▇▇▇ and a confirming notice of such posting or availability shall have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided (it being agreed that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section notice may be delivered by electronic communication to an e-mail address provided by the Administrative Agent to the Borrower shall for such purpose, as such e-mail address may be deemed satisfied modified by delivery to the Administrative Agent from time to time (notice of any such items for posting to Intralinks or other such similar system (modification having been given to the extent Intralinks or such other system has been established, is functioning and is accessible Borrower)). Information required to each Lender)be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements and Other Information. The Administrative Borrower Borrowers and the Guarantors will furnish to the Administrative Agent Agent, the Issuing Bank, and each Lender: (a) : within 90 100 days after the end of each fiscal year of the Administrative Domestic Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Domestic Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) ; within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Domestic Borrower, its consolidated balance sheet and related statements of income operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Domestic Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) ; concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Domestic Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.7 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; ; concurrently with any delivery of financial statements under clause (da) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Administrative Domestic Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Domestic Borrower to its shareholders generally, as the case may be; and concurrently with the information furnished under clause (ea) and clause (b) above, a list of all Subsidiaries and the aggregate principal amount of any Intercompany Debt owed by each of them; and promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Domestic Borrower, Gatton, any Guarantor or any other Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Any delivery of the items required to be delivered by (i) clauses (a), (b), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on ▇▇▇▇▇, or (ii) clause (c) of this Section by the Administrative Borrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).

Financial Statements and Other Information. The Administrative Borrower Parent will furnish to the Administrative Agent and each Lender: (a) within 90 105 days after the end of each fiscal year of the Administrative BorrowerFiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers LLP Deloitte & Touche Reviseurs d’ Enterprises SC s.f.d. SCRL or other independent public accountants of recognized national international standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Administrative Borrower Parent and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP IFRS consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Administrative BorrowerFiscal Year, its consolidated balance sheet and related statements of income operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Administrative Borrower Parent and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP IFRS consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower Parent (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with of the financial and negative covenants set forth in Sections 6.02, 6.07 and 6.08 and the baskets set forth in Section 6.7 6.06, and (iii) stating whether any change in GAAP IFRS or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, which certificate shall be in form and substance satisfactory to the Agent. (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed (excluding exhibits) by the Administrative Borrower Parent or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionCommission or exercising comparable jurisdiction over the Parent, or with any national securities exchange or any applicable securities commission in Canadaexchange, or distributed by the Administrative Borrower Parent to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Administrative Borrower Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. Any delivery of the items Information required to be delivered by (i) clauses (apursuant to Section 5.01(a), (b5.01(b), and (d5.01(d) of this Section by the Administrative Borrower or 5.01(e) above shall be deemed to have been delivered on the date on which the Parent provides notice to the Administrative Agent and the Lenders upon the filing of such items with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing information has been posted on the Parent’s website on the Internet (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇, at the Borrower’s intralinks site (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to 5.01(c) and such notice or certificate shall themselves be deemed to have been delivered upon being posted to the Borrower’s intralinks site and (ii) clause (cthe Parent shall deliver paper copies of the information referred to in Section 5.01(a), 5.01(b), 5.01(d) of this Section by the Administrative Borrower shall be deemed satisfied by delivery or 5.01(e) to the Administrative Agent of any Lender which requests such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender)delivery.