Common use of Financial Statements, Reports, etc Clause in Contracts

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety 90 days (90or, if applicable, such shorter period as the SEC shall specify for the filing of annual reports on Form 10-K or on any applicable equivalent form) days after the end of each fiscal year, Parent’s year a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Company and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such fiscal year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheets and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by PricewaterhouseCoopers, LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such auditaudit or as to the status of the Company or any Material Subsidiary as a going concern) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Company and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Company of annual reports on Form 10-K for such fiscal year, which is available or the equivalent of the Company and its consolidated Subsidiaries shall satisfy the requirements of this (a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty45 days (or, if applicable, such shorter period as the SEC shall specify for the filing of quarterly reports on Form 10-five (45Q or on any applicable equivalent form) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Company and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Company on behalf of the Company, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Company and its Subsidiaries Subsidiaries, on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Company of quarterly reports on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to Company and its consolidated Subsidiaries shall satisfy the knowledge requirements of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and this (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jquarterly reports include the information specified herein);

Financial Statements, Reports, etc. The Holdings and the Borrower shall deliver furnish to the Administrative Agent on behalf of the Lendersfollowing, and the Administrative Agent shall make a copy thereof available to each Lender: (a) within ninety (90) Within 90 days after the end of each fiscal yearyear of Holdings, Parent’s its consolidated balance sheet and related statement statements of income operations, comprehensive income, stockholders’ equity and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis flow as of the close end of and for such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, in each case audited for Parent by independent public accountants of recognized national standing and to be standing, accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such auditaudit or include a statement or like qualification or exception in any manner calling into question the status of its business as a going concern (other than solely as a result of a maturity date in respect of any Loans or Commitments)) to the effect that such consolidated financial statements fairly present in all material respects the its financial condition and condition, results of operations and cash flows and that of Parent and its Subsidiaries on consolidated subsidiaries, taken as a consolidated basis whole, in accordance with GAAP; provided that GAAP consistently applied (except as otherwise disclosed in such financial statements) and accompanied by a narrative report describing the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC financial position, results of operations and cash flows of Holdings and its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor systemconsolidated subsidiaries; (b) within forty-five (45) Within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of Holdings, Parent’s its unaudited consolidated balance sheets sheet and unaudited related statements of income operations, comprehensive income, stockholders’ equity and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis flow as of the close end of and for such fiscal quarter and quarter, setting forth in each case in comparative form the results figures for the corresponding period or periods of their operations during such fiscal quarter and (or, in the then-elapsed portion case of the balance sheet, as of the end of) the previous fiscal year, each all certified by a Responsible Financial Officer of Parent Holdings as presenting fairly presenting in all material respects the financial condition and condition, results of operations and cash flows of Parent Holdings and its Subsidiaries on consolidated subsidiaries, taken as a consolidated basis whole, in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that , and accompanied by a narrative report describing the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC financial position, results of operations and cash flows of Holdings and its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemconsolidated subsidiaries; (c) within No later than the time period respective delivery due dates of financial statements under Section 5.01(a)(a) and (b) above, a certificate of a Responsible Financial Officer of the Borrower (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, continuing or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail demonstrating compliance with the covenants contained in Sections 6.12 and 6.13, (iii) at any time when there is one or more Unrestricted Subsidiaries, of the aggregate revenue and the aggregate Consolidated EBITDA of the Unrestricted Subsidiaries for the four fiscal quarter period of the Borrower ended on the last day of the fiscal quarter covered by financial statements delivered for such period, and (iv) stating whether any change in GAAP or in the application thereof has occurred since the later of the date of Holdings’s audited financial statements referred to in Section 3.06 and the date of the prior certificate delivered pursuant to this clause (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) within No later than the time period delivery due date for annual financial statements under (a) above, a detailed annual consolidated budget for such fiscal year of Holdings (including projected cash, Indebtedness and, to the extent available, pension balances, and (b) projected consolidated statements of this Section 5.01projected operations, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the preceding fiscal quarterassumptions used for purposes of preparing such budget); (e) promptly No later than five Business Days after the occurrence thereofrequest by any Lender, written notice 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; (f) Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings (other than registration statements and prospectuses related to offerings to directors, officers or employees) with the SEC or any Governmental Authority succeeding to any of or all the functions of the termination SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; and (g) Promptly after any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of a Plan of Holdings, the Borrower or an ERISA Affiliate any Restricted Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request; provided that none of Holdings, the Borrower or any Restricted Subsidiary will be required to provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any Restricted Subsidiary or any of their respective customers and suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law or (iii) the revelation of which would violate any confidentiality obligations owed to any third party by Holdings, the Borrower or any Restricted Subsidiary; provided, further, that if any information is withheld pursuant to clause (i), (ii), or (iii) above, Holdings, the Borrower or any Restricted Subsidiary shall promptly notify the Administrative Agent of such withholding of information and the basis therefor. Information required to be delivered pursuant to this Section 4042 5.01 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 Approved Electronic Platform to which the Lenders have been granted access or shall be available on the website of ERISA, the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 (other than the information that pursuant to the extent immediately preceding sentence is deemed to have been delivered if it is made available on the website of the SEC) may also be delivered by electronic communications pursuant to the procedures approved by the Administrative Agent. In addition, the Borrower shall hold a conference call once annually for the Lenders to discuss financial information for the previous fiscal year. Each conference call shall be held at a time mutually agreed with the Administrative Agent (and communicated to the Lenders and the Issuers not less than 10 Business Days in advance of such termination would constitute an Event conference call) that is promptly following delivery of Default the financial statements required under Section 7.01(j5.01(a);. The requirements of this paragraph shall be satisfied by the Borrower providing the Lenders with reasonably advance notice of, and access to, the annual earnings call with the holders of the Equity Interests of Holdings or with bondholders of the Borrower.

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under clauses (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal yearyear of the Borrower (or such earlier date on which the Borrower is required to file a Form 10-K under the Exchange Act), Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its the Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s (or such earlier date on which the Borrower is required to file a Form 10-Q under the Exchange Act), a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system); (c) within the time period five (5) Business Days of any delivery of financial statements under Section 5.01(a)paragraph (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) commencing with the fiscal quarter ending after the Closing Date, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating the calculations for the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Leverage Ratio; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by the Borrower or any Subsidiary with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; (e) within 90 days after the time period under beginning of each fiscal year, a detailed consolidated quarterly budget for such fiscal year (a) including a projected consolidated balance sheet of the Borrower and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 the Subsidiaries as of the end of the preceding following fiscal quarteryear, and the related consolidated statements of projected cash flow and projected income) and, as soon as available, significant revisions, if any, of such budget and quarterly projections with respect to such fiscal year, including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that, to the best of his or her knowledge, the Budget is a reasonable estimate for the period covered thereby; (ef) promptly after upon the occurrence thereof, written notice reasonable request of the termination of a Plan of the Borrower or Administrative Agent, an ERISA Affiliate pursuant to Section 4042 of ERISAupdated Perfection Certificate (or, to the extent such termination would constitute an Event request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of Default under the information most recently received pursuant to this paragraph (f) or Section 7.01(j5.10(f); (g) promptly following a request therefor, all documentation and other information that the Administrative Agent reasonably requests on its own behalf or on behalf of any Lender in order to comply with ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and (h) promptly, from time to time, 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, or such consolidated financial statements, as in each case the Administrative Agent may reasonably request on its own behalf or on behalf of any Lender. Information required to be delivered pursuant to Section 5.04(a), Section 5.01(b) or Section 5.01(d) 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 information, or provides a link thereto on the Borrower’s website on the Internet on the investor relations page at ▇▇▇▇▇▇.▇▇▇ (or any successor page) or at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; or (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the Lendersand each Lender: (a) within ninety (90) 90 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related sheet, statement of income and statement of cash flows, flows showing the financial condition and results of Parent operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of and for the close of such fiscal year and the results of their respective operations during such yearthen ended, such consolidated financial statements of Parent to be all audited for Parent by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries consolidated Subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP; provided provided, that documents required to be delivered under this clause (a) which are made available on the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public internet via ▇▇▇▇▇ ▇, or any similar successor systemsystem of the Securities and Exchange Commission shall be deemed delivered; (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets and related statements sheet, statement of income and statement of cash flows, flows showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter then ended and the then elapsed portion of the fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of the Borrower, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and adjustments; provided, that documents required to be delivered under this clause (b) which are made available on the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public internet via ▇▇▇▇▇ ▇, or any similar successor systemsystem of the Securities and Exchange Commission shall be deemed delivered; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraph (a) or (b) above, (i) a Ratio Certificate and (ii) a certificate of a Responsible Financial Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within promptly, after their becoming available, copies of all financial statements, stockholders reports and proxy statements that the time period Borrower shall have sent to its stockholders generally, and copies of all registration statements filed by the Borrower under the Securities Act of 1933, as amended (aother than registration statements on Form S-8 or any registration statement filed in connection with a dividend reinvestment plan), and regular and periodic reports, if any, which the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency or agencies substituted therefor) and (bunder Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended, or with any national securities exchange (other than those on Form 11-K or any successor form); provided, that documents required to be delivered under this Section 5.01clause (d) which are made available on the internet via ▇▇▇▇▇, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as or any successor system of the end of the preceding fiscal quarter;Securities and Exchange Commission shall be deemed delivered; and (e) promptly after promptly, from time to time, such other information regarding the occurrence thereofBorrower or any Significant Subsidiary (including the operations, written notice of the termination of a Plan business affairs and financial condition of the Borrower or an ERISA Affiliate pursuant to Section 4042 any Significant Subsidiary), or compliance with the terms of ERISAthis Agreement, to as the extent such termination would constitute an Event of Default under Section 7.01(j);Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the LendersAgents and each Lender: (a) within ninety (90) 95 days after the end of each fiscal year, Parent’s its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated earnings statement of income and cash flows, showing the its consolidated financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing and to be accompanied selected by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor systemCompany; (b) within forty-five (45) 50 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheets sheet and related statements of income and cash flowsconsolidated earnings statement, showing the its consolidated financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, year (and each certified by delivery of such statements shall be deemed a Responsible Officer of Parent as representation that such statements fairly presenting in all material respects present the Company’s financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes); provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system;and (c) within the promptly, from time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officertime, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and other information as any corrective action taken or proposed Lender shall reasonably request through CBNA. Information required to be taken with respect thereto; (d) within the time period under delivered pursuant to clauses (a) and – (b) of this Section 5.015.3 shall be deemed to have been effectively delivered (including for purposes of Section 8.1(b)) on the date on which such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ (or any successor website), an Officeron the Company’s Certificate demonstrating IntraLinks site at ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another relevant website accessible by the Lenders without charge. Information required to be delivered pursuant to clause (c) of this Section 5.3 shall be deemed to have been effectively delivered (including for the purposes of Section 8.1(b)) on the date on which the Company provides notice to CBNA (which notice CBNA shall promptly provide to the requesting Lenders) that such information has been provided in reasonable detail compliance accordance with Section 6.08 as of the end of the preceding fiscal quarter; sentence or on the date on which the Company actually delivers such information to CBNA (e) and CBNA will promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, deliver such information to the extent such termination would constitute an Event of Default under Section 7.01(jrequesting Lenders);.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the Lenders:Agent, who shall furnish to each Lender (including each Public Lender): (a) (i) within ninety (90) days [REDACTED – Time Period] after the end of each fiscal yearFiscal Year, Parent’s (i) a consolidated balance sheet and related statement statements of income and comprehensive income, changes in equity and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal Fiscal Year and their consolidated financial performance and cash flows for such year and setting forth in comparative form the results of their respective operations during corresponding figures for the prior Fiscal Year and (ii) a Narrative Report for such yearFiscal Year, such which consolidated financial balance sheet and related statements of Parent to income and comprehensive income, changes in equity and cash flows shall be audited for Parent by independent public chartered professional accountants of recognized national standing in Canada (or equivalent) and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such auditaudit or as to the status of the Borrower or any Material Subsidiary as a going concern (other than, in the case of going concern, an explanatory note with respect to an upcoming maturity of any series of indebtedness, Loans or Commitments) to the effect that such consolidated financial statements fairly present fairly, in all material respects respects, the financial condition position and results financial performance and cash flows of operations of Parent the Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP; provided IFRS (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of an Annual Report on Form 10-K K, or the equivalent filed with the Canadian Securities Administrators and the Canadian Securities Administrators System for such fiscal year, which is available Electronic Document Analysis and Retrieval (“SEDAR”) website shall satisfy the requirements of this Section 5.4(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Report includes the information specified herein); (b) within forty-five (45) days [REDACTED – Time Period] after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal yearFiscal Year, Parent’s commencing with the Fiscal Quarter ending March 31, 2016, (i) a consolidated balance sheets sheet and related statements of income and comprehensive income, changes in equity and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal quarter Fiscal Quarter and the results of their operations during consolidated financial performance and cash flows for such fiscal quarter Fiscal Quarter and the then-elapsed portion of the fiscal yearFiscal Year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior Fiscal Year and (ii) a Narrative Report for such Fiscal Quarter, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of income and comprehensive income, changes in equity and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition performance and results cash flows of operations of Parent the Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP, IFRS (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of a Quarterly Report on Form 10-Q for such fiscal quarter, which is available or the equivalent filed with the SEDAR website shall satisfy the requirements of this Section 5.4(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (c) within the time period [REDACTED – Time Period] of any delivery of financial statements under paragraph (a) or (b) of this Section 5.01(a)5.4, a certificate Compliance Certificate of a Responsible Financial Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, that no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of or Default has occurred and that is then continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretoexcept as set forth therein; (d) within [REDACTED – Time Period] after the time period under (a) and (b) beginning of this Section 5.01each Fiscal Year, an Officer’s Certificate demonstrating a consolidated annual budget for such Fiscal Year, including a description of underlying assumptions with respect thereto, which budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that such budget is based on assumptions believed by such Financial Officer to be reasonable detail compliance with Section 6.08 as of the end date of the preceding fiscal quarterdelivery thereof; (e) promptly, from time to time, such other customary information (which is readily available) regarding the operations, business affairs and financial condition of the Credit Parties and their Restricted Subsidiaries and their compliance with the terms of any Credit Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender); and (f) promptly after upon becoming aware of the occurrence of any ERISA Event, a written notice specifying the nature thereof, written notice what action Borrower, any of its subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened in writing by the termination Internal Revenue Service, the Department of a Plan of Labor, the Borrower PBGC or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);applicable pension regulator in Canada with respect thereto.

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parentthe Borrower’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent the Borrower to be audited for Parent the Borrower by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent the Borrower shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parentthe Borrower’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent the Borrower shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Default or Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an a Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals); (e) promptly Within 15 days after a Responsible Officer of the occurrence Borrower obtains knowledge that there has been one or more Dispositions of Collateral (excluding those described in clause (b), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by the Borrower to the Administrative Agent consisting of (i) a Pledged Aircraft, (ii) a Pledged Engine or (iii) any other Collateral having an Appraised Value in the aggregate in excess of 10% of the sum of the aggregate Appraised Value of all Collateral plus Pledged Cash and Cash Equivalents, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a); (f) [Reserved]. (g) Promptly after a Responsible Officer obtains knowledge thereof, written notice of the termination failure of a Plan any material assumption contained in any Appraisal to be correct, except if such failure would not reasonably be expected to materially adversely affect the Appraised Value of the applicable type of Collateral; (h) So long as any Commitment, Loan or Letter of Credit is outstanding, within 30 days after the Chief Financial Officer or the Treasurer of the Borrower becoming aware of the occurrence of a Default or an ERISA Affiliate Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Borrower and its Subsidiaries are taking or propose to take with respect thereto; and (i) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of either the Borrower or any Guarantor, in each case as the Administrative Agent, at the request of any Lender, may reasonably request (it being understood that, upon the request of the Administrative Agent, the Borrower shall provide utilization reports with respect to the Pledged Slots (but no more than once per fiscal quarter)). Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Debtdomain website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 4042 of ERISA, 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s general commercial website on the Internet (to the extent such termination would constitute an Event information has been posted or is available as described in such notice), as such website may be specified by the Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of Default under Section 7.01(j);copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on a the Borrower’s general commercial website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement consolidated statements of income operations, cash flows and cash flows, owners' equity showing the financial condition position of Parent Holdings and its the Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year, such with all consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent Holdings and its the Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Holdings of Annual Report Reports on Form 10-K for such fiscal year, which is available of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04 (a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Reports include the information specified herein); (b) within forty-five 45 days (4575 days in the case of the fiscal quarter ending June 30, 2004) days after the end of each of the first three fiscal quarters of each fiscal yearyear commencing with the fiscal quarter ending June 30, Parent’s 2004, a consolidated balance sheets sheet and related consolidated statements of income operations and cash flows, flows showing the financial condition position of Parent Holdings and its the Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each all certified by a Responsible Financial Officer of Parent Holdings, on behalf of Holdings, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent Holdings and its the Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Holdings of Quarterly Report Reports on Form 10-Q for such fiscal quarter, which is available to of Holdings and its consolidated Subsidiaries shall satisfy the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) requirements of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e5.04(b) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jQuarterly Reports include the information specified herein);

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 110 days after the end of each fiscal yearyear (commencing with fiscal year 2006), Parent’s (x) a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified 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 fairly present present, in all material respects respects, the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein) and (y) supporting schedules reconciling such consolidated balance sheet and related statements of operations, cash flows and owners’ equity with the consolidated financial condition and results of operations of the Borrower for the relevant period; (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter of 2007), Parent’s (x) a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein) and (y) supporting schedules reconciling such consolidated balance sheet and related statements of operations, cash flows and owners’ equity with the consolidated financial position and results of operations of the Borrower for the relevant period; (ci) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower in substantially the form attached hereto as Exhibit I (x) certifying that, to the knowledge of such Responsible Officer, that no Default or Event of Default has occurred and is continuing, or, if, to the knowledge of if such Responsible Officer, such a Default or an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (y) commencing with the fiscal quarter ending September 30, 2007, setting forth computations in detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Total Leverage Ratio and (ii) concurrently with any delivery of financial statements under paragraph (a) above, (A) a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default under Section 6.10 (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations, and may be subject to other customary qualifications) and (B) a certificate of a Financial Officer of the Borrower commencing with the 2007 Excess Cash Flow Period, setting forth the amount, if any, of Excess Cash Flow for the Excess Cash Flow Period then ended and the Available Excess Cash Flow Amount as of the date of such certificate, in each case together with the calculation thereof in reasonable detail; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of its Subsidiaries with the SEC or any securities exchange, or after an initial public offering, distributed to its stockholders generally, as applicable and all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries; (e) within 90 days after the time period under beginning of each fiscal year, a detailed consolidated and consolidated quarterly budget for such fiscal year (a) including a projected consolidated and (b) consolidated balance sheet of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 the Borrower and its Subsidiaries as of the end of such fiscal year, and the preceding related consolidated and consolidated statements of projected cash flow and projected income) and, as soon as available, significant revisions, if any, of such budget and quarterly projections with respect to such fiscal quarteryear (to the extent that such revisions have been approved by the Borrower’s board of directors (or equivalent governing body)), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that, to such Financial Officer’s knowledge, the Budget is a reasonable estimate for the period covered thereby; (ef) promptly after the occurrence thereofpromptly, written notice a copy of the termination final management letter of a Plan independent accountants submitted to the board of directors (or equivalent governing body) or any committee thereof of any of the Borrower or any Restricted Subsidiary in connection with the annual audit made by independent accountants of the books of the Borrower or any such Restricted Subsidiary; (g) promptly following a request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender 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; (h) together with the delivery of the annual compliance certificate required by Section 5.04(c), deliver an ERISA Affiliate updated Collateral Questionnaire reflecting all changes since the date of the information most recently received pursuant to this paragraph (i) or Section 4042 5.09(f); and (i) in connection with each annual renewal of ERISAthe insurance policies referred to in Section 5.02, an insurance broker’s certificate evidencing the insurance coverage maintained by the Loan Parties and a certificate by the Borrower that such insurance is in compliance with the insurance coverage required by the Loan Documents; and (j) promptly, from time to time, such other information regarding the extent such termination would constitute an Event operations, business affairs and financial condition of Default under Section 7.01(jHoldings, the Borrower or any of its Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender);.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the LendersAgent, who shall furnish to each Lender: (a) within ninety (90) 90 days after the end of each fiscal yearFiscal Year (or such longer period as may be permitted by the SEC if the Parent Borrower were then subject to the SEC reporting requirements as a non-accelerated flier), Parent’s (i) a consolidated balance sheet and related statement statements of income and comprehensive income, changes in shareholders’ equity and cash flows, flows showing the financial condition position of the Parent Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal Fiscal Year and their consolidated financial performance and cash flows for such year and setting forth in comparative form the results of their respective operations during corresponding figures for the prior Fiscal Year and (ii) a Narrative Report for such yearFiscal Year, such which consolidated financial balance sheet and related statements of Parent to income and comprehensive income, changes in shareholders’ equity and cash flows shall be audited for Parent by independent public chartered professional accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of audit or as to the status of the Parent Borrower or any Material Subsidiary as a “going concern” (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely to (i) an upcoming maturity date of any Indebtedness incurred in compliance with Section 6.1, (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the Parent Borrower or its subsidiaries on a future date in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements fairly present fairly, in all material respects respects, the financial condition position and results financial performance and cash flows of operations of the Parent Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if or furnishing by the Parent shall have filed with the SEC its Borrower or any Parent Holding Company of an Annual Report on Form 10-K for such fiscal year, which is available to shall satisfy the public via ▇▇▇▇▇ or any similar successor systemrequirements of this Section 5.4(a)); (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal yearFiscal Year (or such longer period as may be permitted by the SEC if the Parent Borrower were then subject to the SEC reporting requirements as a non-accelerated flier), Parent’s commencing with the Fiscal Quarter ending December 31, 2020, (i) a consolidated balance sheets sheet and related statements of income comprehensive income, changes in shareholders’ equity and cash flows, flows showing the financial condition position of the Parent Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal quarter Fiscal Quarter and the results of their operations during consolidated financial performance and cash flows for such fiscal quarter Fiscal Quarter and the then-elapsed portion of the fiscal yearFiscal Year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior Fiscal Year and (ii) a Narrative Report for such Fiscal Quarter, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of income and comprehensive income, changes in shareholders’ equity and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower Representative on behalf of the Borrower Representative as fairly presenting presenting, in all material respects respects, the financial condition performance and results cash flows of operations of the Parent Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if or furnishing by the Parent shall have filed with the SEC its Borrower or any Parent Holding Company of a Quarterly Report on Form 10-Q for such fiscal quarter, which is available to shall satisfy the public via ▇▇▇▇▇ or any similar successor systemrequirements of this Section 5.4(b)); (c) within the time period five Business Days of any delivery of financial statements under paragraph (a) or (b) of this Section 5.01(a)5.4, a certificate Compliance Certificate of a Responsible Financial Officer of the Borrower Representative (i) certifying thatthat no Event of Default or Default has occurred that is then continuing, except as set forth therein and (ii) setting forth the calculation of the Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) for the twelve-month period ending at the end of such fiscal period; (d) within 90 days after the beginning of each Fiscal Year, a consolidated annual budget for such Fiscal Year, including a description of underlying assumptions with respect thereto, which budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower Representative to the knowledge effect that such budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (e) promptly, from time to time, such Responsible Officerother customary information (which is readily available) regarding the operations, no business affairs and financial condition of the Credit Parties and their Restricted Subsidiaries and their compliance with the terms of any Credit Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (f) promptly upon becoming aware of the occurrence of any ERISA Event, a written notice specifying the nature thereof, what action the Parent Borrower, any of its subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened in writing by the Internal Revenue Service, the Department of Labor or the PBGC; (g) not later than 5:00 P.M. on the 20th Business Day of each month (or (i) more frequently as the Borrower Representative may elect, so long as the same frequency of delivery is maintained by the Borrower Representative for the immediately following 30 day period, or (ii) not later than 5:00 P.M. on or before Wednesday of each week if at any time (1) an Enhanced Reporting Event has occurred or (2) a Specified Event of Default has occurred and is continuing, or, if, to continuing ending on the knowledge of first date thereafter on which such Responsible Officer, Enhanced Reporting Event is no longer continuing or such an Specified Event of Default has occurred and is no longer continuing), specifying a borrowing base certificate setting forth the nature and extent thereof and any corrective action taken Borrowing Base (with supporting calculations) substantially in the form of Exhibit K hereto (each, a “Borrowing Base Certificate”), which shall be prepared as of the last Business Day of the preceding month (or proposed (x) such other applicable date to be taken agreed by the Borrower Representative and the Administrative Agent in the case of clause (i) above or (y) the previous Friday in the case of clause (ii) above) in the case of each subsequent Borrowing Base Certificate. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent. The Borrower Representative and the Administrative Agent hereby agree that the delivery of the Borrowing Base Certificate through the Administrative Agent’s electronic platform or portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its Permitted Discretion, or by such other electronic input of information necessary to calculate the Borrowing Base as may be approved by the Administrative Agent from time to time in its Permitted Discretion, shall in each case be deemed to satisfy the obligation of the Borrower Representative to deliver such Borrowing Base Certificate, with respect theretothe same legal effect as if such Borrowing Base Certificate had been manually executed by the Borrower Representative and delivered to the Administrative Agent; (dh) concurrently with the delivery of each Borrowing Base Certificate, the following information: (i) a detailed aging, by total, of the Credit Parties’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted; and (ii) a detailed calculation of those Accounts that are not eligible for the Borrowing Base; (i) monthly (not later than the 30th day of each month), a reconciliation of Accounts of the Parent Borrower’s general ledger to its monthly financial statements, including any book reserves related to each category; (j) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of 45 days after the end of each Fiscal Quarter, commencing with the preceding fiscal quarterFiscal Quarter ending December 31, 2020, (i) a quarterly Account roll-forward, in a format acceptable to the Administrative Agent in its discretion, tied to the beginning and ending account receivable balances of the Parent Borrower’s general ledger, (ii) a detailed report regarding each Credit Party’s and its subsidiaries’ cash and Cash Equivalents, (iii) a summary aging, by vendor, of each Credit Party’s accounts payable and any book overdraft and an aging, by vendor, of any held checks, and (iv) a reconciliation of accounts payable of the Parent Borrower’s general ledger to its quarterly financial statements; (ek) promptly promptly, but in any event within five Business Days after any Credit Party receives notice that a customer intends to terminate any Material Contract, a copy of such Material Contract then in effect, a detailed description of such proposed termination and a description of the occurrence thereofCredit Parties’ intended response; (l) promptly, written but in any event within 2 days after any Credit Party acquires any Margin Stock, notice of the termination of such acquisition, together with a Plan description of the Margin Stock and a Form U-1 (with sufficient additional originals thereof for each Lender) duly executed and delivered by the Borrower Representative, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board; and (m) upon request by the Administrative Agent, (i) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an ERISA Affiliate pursuant amount determined in the sole discretion of the Administrative Agent, from time to Section 4042 of ERISAtime, (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the extent list of beneficial owners identified in parts (c) or (d) of such termination would constitute an Event certification, and (iii) such other reports as to the Collateral of Default under Section 7.01(j);any Credit Party and its subsidiaries, as Agent may reasonably request

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇E▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇E▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, a certificate of a Responsible Officer of the Borrower Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly A Collateral Coverage Ratio Certificate, as and when required under Sections 6.04(ii)(C), 6.09(a), or 6.09(c). (f) Promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, ERISA to the extent such termination would constitute an Event of Default; (g) So long as any Commitment, Loan or Letter of Credit is outstanding, promptly after the Chief Financial Officer or the Treasurer of the Parent becoming aware of the occurrence of a Default under or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent and its Subsidiaries are taking or propose to take with respect thereto; and (h) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of the Borrower or any Guarantor, in each case as the Administrative Agent or the Collateral Trustee, each at the request of any Lender, may reasonably request (it being understood that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be obligated to provide utilization reports with respect to Pledged Slots or Pledged Routes). Subject to the next succeeding sentence, information delivered pursuant to this Section 7.01(j5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s general commercial website on the Internet (to the extent such information has been posted or is available as described in such notice);, as such website may be specified by the Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s general commercial website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.

Financial Statements, Reports, etc. The Borrower shall deliver In the case of the Borrower, furnish to the Administrative Agent on behalf (except, in the case of the Lendersfinancial statements referred to in paragraphs (a) and (b) below, to the extent such financial statements are contained in materials already delivered to the Administrative Agent pursuant to paragraph (d) below) with sufficient copies for each Lender: (a) within ninety (90) 120 days after the end of each fiscal year, Parent’s (i) its consolidated balance sheet and related statement statements of income and changes in financial position (or of cash flowsflow, as appropriate), showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective its operations and the operations of such Subsidiaries during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries the Borrower on a consolidated basis in accordance with GAAP; provided that generally accepted accounting principles consistently applied, and (ii) a consolidated balance sheet and related statements of income and changes in financial position (or of cash flow, as the foregoing delivery requirement shall be satisfied if Parent shall have filed with case may be) for KGE as of the SEC its Annual Report on Form 10-K for end of such fiscal year, which is available showing the consolidated financial condition of KGE and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial condition and results of operations of KGE in accordance with generally accepted accounting principles consistently applied (except that so long as KGE shall be required to file with the SEC, or shall otherwise prepare, audited financial statements, any such financial statements of KGE shall be audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the public via ▇▇▇▇▇ or Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any similar successor systemmaterial respect) to the effect that such financial statements fairly present the financial condition and results of operations of KGE on a consolidated basis in accordance with generally accepted accounting principles consistently applied); (b) within forty-five (45) 90 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s (i) its consolidated balance sheets sheet and related statements of income and cash flowschanges in financial position, showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated basis Subsidiaries in accordance with generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and (ii) so long as KGE shall be required to file with the SEC, or shall otherwise prepare, such statements, the consolidated balance sheet and related statements of income and changes in financial condition of KGE and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each all certified by a Responsible Officer one of Parent its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of Parent KGE and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPgenerally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemadjustments; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower who shall, if applicable, be the Financial Officer opining on or certifying that, to the knowledge of such Responsible Officer, statements (i) certifying that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.1; (d) within promptly after the time period under (a) and (b) same become publicly available, copies of this Section 5.01all reports on Forms 10-K, an Officer’s Certificate demonstrating in reasonable detail compliance 10-Q or 8-K filed by it or by KGE with Section 6.08 as of the end of the preceding fiscal quarter;SEC; and (e) promptly after from time to time, such other information regarding the occurrence thereofoperations, written notice of the termination of a Plan business affairs and financial condition of the Borrower or an ERISA Affiliate any Significant Subsidiary or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Any financial statement or report required to be furnished pursuant to Section 4042 of ERISA5.1(a), 5.1(b) or 5.1(d) shall be deemed to have been furnished on the date on which (A) the Borrower or KGE, as applicable, gives notice to the extent Administrative Agent (who shall then give notice to the Lenders) that it has filed a form, report or other document with the SEC that contains such termination would constitute an Event financial statement or report required hereunder or (B) the Lenders receive notice that the Administrative Agent has posted such financial statement or report on the Intralinks website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Notwithstanding the foregoing, the Borrower shall deliver paper copies of Default under any financial statement referred to in Section 7.01(j);5.1(a) or 5.1(b) to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

Financial Statements, Reports, etc. The Borrower shall deliver furnish to the Administrative Agent on behalf of the Lendersand each Lender: (a) within ninety (90) 105 days after the end of each fiscal yearyear of the Borrower, Parent’s consolidated and consolidating balance sheet sheets and related statement statements of income and statements of cash flowsflow, showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the Required Lenders and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries the Borrower on a consolidated basis (except as noted therein) in accordance with GAAPGAAP consistently applied; provided provided, however, that the foregoing delivery requirement Borrower shall be deemed to have satisfied the requirement to furnish such financial statements and opinion if Parent shall have and to the extent that the Borrower has, within the period specified above, (i) filed documents meeting the requirements set forth above with the SEC its Annual Report Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, and (ii) posted such documents on Form 10-K for such fiscal yearthe Borrower’s home page on the worldwide web (at the date of this Agreement, which is available to the public via located at http//▇▇▇.▇▇▇▇▇ or any similar successor system▇▇▇▇▇▇.▇▇▇) (such filing and posting being referred to as “Electronic Delivery”); (b) within forty-five (45) 50 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, Parent’s consolidated and, to the extent otherwise available, consolidating balance sheets and related statements of income and statements of cash flowsflow, showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each all certified by a Responsible Financial Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries the Borrower on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesadjustments; provided provided, however, that the foregoing delivery requirement Borrower shall be deemed to have satisfied the requirement to furnish such financial statements and certification if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available and to the public via ▇▇▇▇▇ or any similar successor systemextent that the Borrower has, within the period specified above, made Electronic Delivery thereof; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)clause (a) or (b) above, (i) a certificate of the relevant accounting firm opining on or certifying such statements or of a Responsible Financial Officer of the Borrower (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to the knowledge of such Responsible the accounting firm or the Financial Officer, as the case may be, no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such if an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) a certificate of a Financial Officer of the Borrower setting forth in reasonable detail such calculations as are required to establish whether the Borrower was in compliance with Section 6.05 on the date of such financial statements; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; provided, however, that the Borrower shall be deemed to have satisfied the requirement to furnish such reports, statements and other materials if and to the extent that the Borrower has, within the time period under (a) and (b) of this Section 5.01specified above, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter;made Electronic Delivery thereof; and (e) promptly after promptly, from time to time, (i) such other information regarding the occurrence thereofoperations, written notice of the termination of a Plan business affairs and financial condition of the Borrower or an ERISA Affiliate pursuant to Section 4042 any Significant Subsidiary, or compliance with the terms of ERISAany Loan Document, to as the extent such termination would constitute an Event Administrative Agent or any Lender may reasonably request, and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of Default compliance with (A) applicable “know your customer” requirements under Section 7.01(j);the PATRIOT Act or other applicable anti-money laundering laws or (B) the Beneficial Ownership Regulation.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal yearyear of the Borrower, Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such audit) , or as to the status of the Borrower or any Material Subsidiary as a “going concern” to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed filing by the Borrower of annual reports on Form 10 K of the Borrower and its consolidated Subsidiaries with the SEC its Annual Report on Form 10-K for such fiscal year, which is available shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal yearyear of the Borrower, Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with filing by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries with the SEC shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Performance Covenant, (iii) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then ended, (iv) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary” and (v) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of the Subsidiaries with the SEC, or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower; (e) within 90 days after the beginning of each fiscal year of the Borrower, a reasonably detailed consolidated annual budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that, the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (f) upon the reasonable request of the Administrative Agent, an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (f) or Section 5.09(f); (g) promptly, from time period under to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (h) in the event that (i)(a) in respect of the Senior Unsecured Notes, and any Permitted Refinancing Indebtedness with respect thereto, the rules and regulations of the SEC or (b) the indentures governing any secured or unsecured notes of the Borrower, permit the Borrower, Holdings or any Parent Entity to report at Holdings’ or such Parent Entity’s level on a consolidated basis and (ii) Holdings or such Parent Entity, as the case may be, is not engaged in any business or activity, and does not own any material assets or have other material liabilities, other than cash and cash equivalents and those incidental to its ownership directly or indirectly of the Equity Interests of the Borrower and the incurrence of Indebtedness for borrowed money (and, without limitation on the foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries and any direct or indirect parent companies of the Borrower that are not engaged in any other business or activity and do not hold any other assets or have any liabilities except as indicated above) such consolidated reporting at such Parent Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail 5.04 for the Borrower (together with a reconciliation showing the adjustments necessary to determine compliance by the Borrower and its Subsidiaries with Section 6.08 as the Financial Performance Covenant) shall satisfy the requirements of such paragraphs; and (i) upon the request of the end Administrative Agent, copies of the preceding fiscal quarter; (eany documents described in Sections 101(k) promptly after the occurrence thereof, written notice or 101(l) of the termination of a Plan of ERISA that the Borrower or an any ERISA Affiliate pursuant or Subsidiary may request with respect to Section 4042 any Multiemployer Plan; provided, that if the Borrower or any of ERISAits 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 extent such termination would constitute an Event of Default under Section 7.01(j);Administrative Agent promptly after receipt thereof.

Financial Statements, Reports, etc. The Borrower shall deliver In the case of the Borrower, furnish to the Administrative Agent on behalf of the LendersAgent, which shall furnish to each Lender: (a) within upon the earlier of the date that is ninety (90) days after the end of each fiscal yearyear of the Borrower and the date such information is filed with the SEC, Parent’s a consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent Borrower and its Subsidiaries on a consolidated basis as of at the close end of such fiscal year year, and the results of their respective operations during such year, such related consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing income or operations, changes in equity holders’ equity and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K cash flows for such fiscal year, which is available setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of BDO USA, LLP, or such other independent certified public accountant of nationally recognized standing reasonably acceptable to the public via ▇▇▇▇▇ Administrative Agent, 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 similar successor systemqualification or exception as to the scope of such audit; (b) within upon the earlier of the date that is forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower and the date such information is filed with the SEC, Parent’s a consolidated balance sheets sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes in equity holders’ equity and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of flows for such fiscal quarter and for the results of their operations during such fiscal quarter and the then-elapsed portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, each all in reasonable detail and prepared in accordance with GAAP certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and condition, results of operations operations, equity holders’ equity and cash flows of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAPSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraph (a) or (b) above, a certificate of a Responsible Financial Officer in the form of the Borrower Exhibit G (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow and in reasonable detail the Available Amount as at the end of the fiscal year to which such financial statements relate; (d) as soon as available, but in any event within the time period under sixty (a60) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of days after the end of each fiscal year of the preceding Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, in form satisfactory to the 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 on a monthly basis for the immediately following fiscal quarteryear; (e) promptly after the occurrence thereofsame become publicly available, written notice copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the termination functions of the SEC, or with any national securities exchange, or distributed to its equity holders, as the case may be; (f) promptly after the receipt thereof by the Borrower or any of its subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (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; (h) promptly after the request 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 applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate 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 (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or an ERISA Affiliate any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 4042 of ERISA, 5.04(a) or (b) or Section 5.04(e) (to the extent any such termination would constitute 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 (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (b) on which such documents are posted on the Borrower’s behalf on an Event 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 Default under Section 7.01(j);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 fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent by e-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.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety one hundred ten (90110) days after the end of each fiscal yearyear (commencing with fiscal year 2012), Parent’s (x) a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified 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 fairly present present, in all material respects respects, the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided , (y) a consolidating balance sheet and related statements of operations and cash flows showing the financial position of the Lead Borrower and its Restricted Subsidiaries as of the close of such fiscal year and the consolidating results of its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidating financial information shall not be subject to the audit procedures set forth in clause (x) but shall be certified by a Financial Officer of the Lead Borrower to the extent that such consolidating financial statements fairly present, in all material respects, the financial condition and results of operations of the Lead Borrower and its Restricted Subsidiaries on a consolidating basis in accordance with GAAP) and (z) in the case of the information required pursuant to clause (x) or clause (y) supporting schedules reconciling such consolidated (or consolidating, as applicable) balance sheet and related statements of operations and cash flows with the consolidated (or consolidating, as applicable) financial condition and results of operations of the Parent or the Lead Borrower, as applicable, for the relevant period (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Lead Borrower of annual reports on Form 10-K for such fiscal year, which is available of the Parent and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal yearyear (commencing with the second fiscal quarter of 2012), Parent’s (x) a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Lead Borrower on behalf of the Lead Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ), (y) a consolidating balance sheet and related statements of operations and cash flows showing the financial position of the Lead Borrower and its Restricted Subsidiaries as of the close of such fiscal quarter and the consolidating results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidating balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Lead Borrower on behalf of the Lead Borrower as fairly presenting, in all material respects, the financial position and results of operations of the Lead Borrower and its Restricted Subsidiaries on a consolidating basis in accordance with GAAP and (z) in the case of information required pursuant to clause (x) or clause (y), supporting schedules reconciling such consolidated (or consolidating, as applicable) balance sheet and related statements of operations and cash flows with the consolidated (or consolidating, as applicable) financial position and results of operations of the Parent or the Lead Borrower, as applicable, for the relevant period (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Lead Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of the Parent and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (ci) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Lead Borrower in substantially the form attached hereto as Exhibit I (x) certifying that, to the knowledge of such Responsible Officer, that no Default or Event of Default has occurred and is continuing, or, if, to the knowledge of if such Responsible Officer, such a Default or an Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (y) setting forth the reasonably detailed calculations with respect to the Consolidated Fixed Charge Coverage Ratio for such period, whether or not the requirements of Section 6.10 are then in effect; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Lead Borrower or any of its Subsidiaries with the SEC or any securities exchange, or after an initial public offering, distributed to its stockholders generally, as applicable and all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries; (e) within ninety (90) days after the time period under beginning of each fiscal year, a detailed consolidated and consolidated quarterly budget for such fiscal year (a) including a projected consolidated and (b) consolidated balance sheet of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 the Lead Borrower and its Subsidiaries as of the end of such fiscal year, and the preceding related consolidated and consolidated statements of projected cash flow and projected income) and, as soon as available, significant revisions, if any, of such budget and quarterly projections with respect to such fiscal quarteryear (to the extent that such revisions have been approved by the Lead Borrower’s board of directors (or equivalent governing body)), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Lead Borrower to the effect that, to such Financial Officer’s knowledge, the Budget is a reasonable estimate for the period covered thereby; (ef) promptly after following a request therefor, all documentation and other information that the occurrence thereofAdministrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, written notice including the USA PATRIOT Act; (g) together with the delivery of the termination of a Plan annual compliance certificate required by Section 5.04(c), deliver an updated Collateral Questionnaire reflecting all changes since the date of the Borrower information most recently received pursuant to this paragraph (g) or an Section 5.09(f); (h) promptly following reasonable request therefore from the Administrative Agent, copies of (i) any documents described in Sections 101(f) and/or (j) of ERISA with respect to any Plan, and/or (ii) any notices or documents described in Sections 101(f), (k) and/or (l) of ERISA requested with respect to any Multiemployer Plan; provided, that if any Loan Party or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Party(ies) and/or the ERISA Affiliate(s) shall promptly make a request for such documents or notices from such administer or sponsor and the Borrowers shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrowers or any of its Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (j) at the Administrative Agent’s reasonable request, from time to time, a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging; (k) at any time when Qualified Cash is to be included in any calculation hereunder, a report on the balance and Deposit Account location of such Qualified Cash of up to $5,000,000, and updates thereto as frequently as reasonably necessary if at any time the amount of such Qualified Cash to be so included varies from the latest report provided to the Administrative Agent in accordance with this Section 5.04(k); (l) together with the delivery of the Borrowing Base Certificate pursuant to Section 4042 5.12(d), at any time when there are any Letters of ERISACredit issued in the Alternative LC Currency, to the extent Borrowers shall deliver a report detailing the Dollar Equivalent of the total outstanding amount of any such termination would constitute an Event Letters of Default under Section 7.01(j);Credit denominated in the Alternative LC Currency.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety 90 days (90or, if applicable, such shorter period as the SEC shall specify for the filing of annual reports on Form 10-K or on any applicable equivalent form) days after the end of each fiscal year, Parent’s year a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such fiscal year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheets and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by PricewaterhouseCoopers, LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern; provided that, any such auditopinion may contain a going concern explanatory paragraph or like qualification that is due to the impending maturity of any Indebtedness within twelve months of the date of delivery of such audit or any actual or potential inability to satisfy any financial covenant) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available or the equivalent of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this (a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty45 days (or, if applicable, such shorter period as the SEC shall specify for the filing of quarterly reports on Form 10-five (45Q or on any applicable equivalent form) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this (b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;, (ii) setting forth computations in reasonable detail demonstrating compliance with the covenants set forth in Sections 6.12, 6.13, 6.14, and 6.15, (iii) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then ended if the Borrower shall have used the Cumulative Credit for any purpose during such fiscal period and (iv) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary,” (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by the Borrower or any Subsidiary with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) or any other clause of this Section 5.04 shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower or the SEC; (e) within 90 days after the beginning of each fiscal year, a reasonably detailed consolidated quarterly budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (f) promptly, from time period to time, such other information (i) regarding the operations, business affairs and financial condition of the Borrower or any of the Subsidiaries, (ii) regarding compliance with the terms of any Loan Document, (iii) regarding financial statements of the Borrower or any of the Subsidiaries or (iv) required under the USA PATRIOT Act or the Beneficial Ownership Regulation, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (g) in the event that (x) any Parent Entity reports on a consolidated basis then, such consolidated reporting at such Parent Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.015.04 for the Borrower (together with a reconciliation showing the adjustments necessary to determine compliance by the Borrower and its Subsidiaries with the covenants set forth in Sections 6.12, an Officer’s Certificate demonstrating 6.13, 6.14, and 6.15 and consolidating information that explains in reasonable detail compliance with Section 6.08 as of the end of differences between the preceding fiscal quarter; (e) promptly after information relating to such direct or indirect parent and its Subsidiaries, on the occurrence thereofone hand, written notice of and the termination of a Plan of information relating to the Borrower or an ERISA Affiliate pursuant to Section 4042 and its Subsidiaries, on the other hand) will satisfy the requirements of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);paragraphs.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) days after following the end of each fiscal year, Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such auditopinion is delivered) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by Holdings or the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available of Holdings and its consolidated Subsidiaries (including delivery by way of providing to the public via ▇▇▇▇▇ Administrative Agent the URL link to Holdings’ website or any similar successor systemSEC’s website where such reports are posted) shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); (b) within forty-five sixty (4560) days after following the end of each of the first three fiscal quarters of each fiscal year), Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by Holdings or the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of Holdings and its consolidated Subsidiaries (including delivery by way of providing to the public via ▇▇▇▇▇ Administrative Agent the URL link to Holdings’ website or any similar successor system; (cSEC’s website where such reports are posted) within shall satisfy the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) requirements of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e5.04(b) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jquarterly reports include the information specified herein);

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the LendersAgents and each Lender: (a) within ninety (90) 95 days after the end of each fiscal year, Parent’s its annual report on Form 10-K as filed with the SEC, including its consolidated balance sheet and the related consolidated earnings statement of income and cash flows, showing the its consolidated financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing and to be accompanied selected by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor systemCompany; (b) within forty-five (45) 50 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s its quarterly report on Form 10-Q as filed with the SEC, including its unaudited consolidated balance sheets sheet and related statements of income and cash flowsconsolidated earnings statement, showing the its consolidated financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, year (and each certified by delivery of such statements shall be deemed a Responsible Officer of Parent as representation that such statements fairly presenting in all material respects present the Company’s financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes); provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system;and (c) within the promptly, from time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officertime, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and other information as any corrective action taken or proposed Lender shall reasonably request through CBNA. Information required to be taken with respect thereto; (d) within the time period under delivered pursuant to clauses (a) and – (b) of this Section 5.015.3 shall be deemed to have been effectively delivered (including for purposes of Section 8.1(b)) on the date on which such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ (or any successor website), an Officeron the Company’s Certificate demonstrating IntraLinks site at intralinks.comwebsite or at another relevant website accessible by the Lenders without charge. Information required to be delivered pursuant to clause (c) of this Section 5.3 shall be deemed to have been effectively delivered (including for the purposes of Section 8.1(b)) on the date on which the Company provides notice to CBNA (which notice CBNA shall promptly provide to the requesting Lenders) that such information has been provided in reasonable detail compliance accordance with Section 6.08 as of the end of the preceding fiscal quarter; sentence or on the date on which the Company actually delivers such information to CBNA (e) and CBNA will promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, deliver such information to the extent such termination would constitute an Event of Default under Section 7.01(jrequesting Lenders);.

Financial Statements, Reports, etc. The Borrower shall deliver In the case of the Borrower, furnish to the Administrative Agent on behalf (except, in the case of the Lendersfinancial statements referred to in paragraphs (a) and (b) below, to the extent such financial statements are contained in materials already delivered to the Administrative Agent pursuant to paragraph (d) below) with sufficient copies for each Lender: (a) within ninety (90) 120 days after the end of each fiscal year, Parent’s (i) its consolidated balance sheet and related statement statements of income and changes in financial position (or of cash flowsflow, as appropriate), showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective its operations and the operations of such Subsidiaries during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries the Borrower on a consolidated basis in accordance with GAAP; provided that generally accepted accounting principles consistently applied, and (ii) a consolidated balance sheet and related statements of income and changes in financial position (or of cash flow, as the foregoing delivery requirement shall be satisfied if Parent shall have filed with case may be) for KGE as of the SEC its Annual Report on Form 10-K for end of such fiscal year, which is available showing the consolidated financial condition of KGE and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial condition and results of operations of KGE in accordance with generally accepted accounting principles consistently applied (except that so long as KGE shall be required to file with the SEC, or shall otherwise prepare, audited financial statements, any such financial statements of KGE shall be audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the public via ▇▇▇▇▇ or Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any similar successor systemmaterial respect) to the effect that such financial statements fairly present the financial condition and results of operations of KGE on a consolidated basis in accordance with generally accepted accounting principles consistently applied); (b) within forty-five (45) 90 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s (i) its consolidated balance sheets sheet and related statements of income and cash flowschanges in financial position, showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated basis Subsidiaries in accordance with generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and (ii) so long as KGE shall be required to file with the SEC, or shall otherwise prepare, such statements, the consolidated balance sheet and related statements of income and changes in financial condition of KGE and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each all certified by a Responsible Officer one of Parent its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of Parent KGE and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPgenerally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemadjustments; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower who shall, if applicable, be the Financial Officer opining on or certifying that, to the knowledge of such Responsible Officer, statements (i) certifying that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.1; (d) within promptly after the time period under (a) same become publicly available, copies of all regular and (b) periodic reports filed by it or by KGE with the SEC or any Governmental Authority succeeding to any of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as or all the functions of the end of the preceding fiscal quarter;said Commission; and (e) promptly after from time to time, such other information regarding the occurrence thereofoperations, written notice of the termination of a Plan business affairs and financial condition of the Borrower or an ERISA Affiliate any Significant Subsidiary or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Any financial statement required to be furnished pursuant to Section 4042 5.1(a) or 5.1(b) shall be deemed to have been furnished on the date on which the Lenders receive notice that the Borrower has posted such financial statement on the Intralinks website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided that the Borrower shall give notice of ERISA, any such posting to the extent Administrative Agent (who shall then give notice of any such termination would constitute an Event posting to the Lenders). Notwithstanding the foregoing, the Borrower shall deliver paper copies of Default under any financial statement referred to in Section 7.01(j);5.1(a) or 5.1(b) to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal year, Parent’s (i) a consolidated balance sheet and related statement consolidated statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent Holdings and its the Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year, such with all consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial position and results of operations of Holdings and the Subsidiaries on a consolidated basis in accordance with GAAP and (ii) a management report setting forth (A) Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year, (B) such key operational information as the Canadian Borrower and Administrative Agent may agree to, and (C) a management discussion and analysis of the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K Holdings for such fiscal year, which is available as compared to amounts for the public via ▇▇▇▇▇ previous fiscal year (it being understood that the delivery by Holdings of (i) financial information for such fiscal year that would be required to be contained in a filing with the SEC on Form 20-F if Holdings were required to file such forms, (ii) whether or any similar successor systemnot required by the forms referred to in clause (i) above, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) the opinion of accountants referred to above, shall satisfy the requirements of this Section 5.04(a)); (b) within forty-five (45) 50 days after the end of each of the first three fiscal quarters of each fiscal yearyear commencing with the fiscal quarter ending March 31, Parent’s 2012, (i) a consolidated balance sheets sheet and related consolidated statements of income operations and cash flows, flows showing the financial condition position of Parent Holdings and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal yearyear (cash flow is for cumulative period only), each all certified by a Responsible Financial Officer of Parent Holdings, on behalf of Holdings, as fairly presenting presenting, in all material respects respect, the financial condition position and results of operations of Parent Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q ) and (ii) a management report setting forth (A) Consolidated EBITDA of Holdings for such fiscal quarterquarter and for the then elapsed portion of the fiscal year, which is available showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year, (B) such key operational information as the Canadian Borrower and the Administrative Agent may agree to, and (C) a management discussion and analysis of the financial condition and results of operations for such fiscal quarter as compared to the public via ▇▇▇▇▇ or any similar successor systemcomparable period in the previous fiscal year; (c) to the extent prepared and available generally to third parties other than direct and indirect equity holders of the Canadian Borrower (it being understood there is no obligation to otherwise create such financial statements), within 30 days after the time period end of each month commencing with the month ending March 31, 2012 a consolidated balance sheet and related consolidated statements of operations and cash flows showing the financial position of Holdings and its Subsidiaries as of the close of such month and the consolidated results of their operations during such month and the then-elapsed portion of the fiscal year, all certified by a Financial Officer of Holdings, on behalf of Holdings, as fairly presenting, in all material respects, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis (it being understood that the delivery by Holdings of the officer’s certificate referred to above shall satisfy the requirements of this Section 5.04(c)); (d) (x) concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower Holdings on behalf of Holdings (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (dii) within commencing with the time fiscal period ending December 31, 2012, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.09 and (iii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Applicable Amounts then available, (y) concurrently with any delivery of financial statements under (a) above, if the accounting firm is not restricted from providing such a certificate by the policies of its national office, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any noncompliance with the financial covenant contained in Sections 6.09 of this Agreement (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) and (bz) the related consolidating financial information reflecting the adjustments necessary in detail reasonably acceptable to the Administrative Agent to eliminate the accounts of this Section 5.01Unrestricted Subsidiaries, an Officer’s Certificate demonstrating taken as a whole, from the relevant line items of such consolidated financial information for purposes of calculating the financial covenant set forth in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarterSections 6.09; (e) promptly after the occurrence thereofsame become publicly available, written notice copies of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISAall periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings or any of its Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; (f) within 90 days after the beginning of each fiscal year, an annual summary operating and capital expenditure budget, in form reasonably satisfactory to the Administrative Agent prepared by Holdings for such termination would constitute an Event fiscal year prepared in reasonable detail, of Default under Holdings and the Subsidiaries, accompanied by the statement of a Financial Officer of Holdings to the effect that such budget has been reviewed by Holdings’ board of directors; (g) upon the reasonable request of the Administrative Agent (which request shall not be made more than once in any 12-month period unless specifically provided otherwise in any of the Security Documents), deliver updated information reflecting all changes since the date of the information most recently received pursuant to Section 7.01(j5.10(d); (h) promptly, a copy of all reports submitted to the board of directors (or any committee thereof) of any of Holdings or any Restricted Subsidiary in connection with any interim or special audit that is material made by independent accountants of the books of Holdings or any Restricted Subsidiary; (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings or any of the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request; and (j) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Non-U.S. Pension Plan, Canadian Plan or Multiemployer Plan as the Administrative Agent shall reasonably request. Documents required to be delivered pursuant to Section 5.04(a), (b) or (e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) to the extent any such documents are included in materials otherwise filed with the SEC on which the Canadian Borrower posts such documents, or provides a link thereto on the Canadian Borrower’s website on the Internet at the website address listed on Schedule 5.04; or (ii) on which such documents are posted on the Canadian Borrower’s behalf on IntraLinks/IntraAgency/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Canadian Borrower shall 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 (ii) the Canadian Borrower shall immediately 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 documents. Notwithstanding anything contained herein, in every instance the Canadian Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.04(d) to the Administrative Agent.

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇E▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇E▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, a certificate of a Responsible Officer of the Borrower Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly A Collateral Coverage Ratio Certificate, as and when required under Sections 6.04(ii)(C), 6.09(a), or 6.09(c). (f) Promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, ERISA to the extent such termination would constitute an Event of Default; (g) So long as any Commitment or Loan is outstanding, promptly after the Chief Financial Officer or the Treasurer of the Parent becoming aware of the occurrence of a Default under or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent and its Subsidiaries are taking or propose to take with respect thereto; and (h) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of the Borrower or any Guarantor, in each case as the Administrative Agent or the Collateral Trustee, each at the request of any Lender, may reasonably request (it being understood that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be obligated to provide utilization reports with respect to Pledged Slots or Pledged Routes). Subject to the next succeeding sentence, information delivered pursuant to this Section 7.01(j5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s general commercial website on the Internet (to the extent such information has been posted or is available as described in such notice);, as such website may be specified by the Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s general commercial website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety 90 days (90or such earlier date on which the Borrower is required to file a Form 10-K under the Exchange Act) days after the end of each fiscal year, Parent’s commencing with the fiscal year ending on September 30, 2020, a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be accompanied by customary management’s discussion and analysis and audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such auditaudit (other than an emphasis matter paragraph) or as to the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, (x) an upcoming maturity date under any series of Indebtedness for borrowed money, (y) any potential or actual breach of any Financial Covenant or (z) any prospective breach of any financial covenant under any other Indebtedness for borrowed money) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available (or any successor or comparable form) of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty45 days (or such earlier date on which the Borrower is required to file a Form 10-five (45Q under the Exchange Act) days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the fiscal quarter ended on June 30, Parent’s 2020), a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail, which consolidated balance sheet and related statements of operations and cash flows shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ (or any similar successor system; (cor comparable form) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to and its consolidated Subsidiaries shall satisfy the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) requirements of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e5.04(b) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jquarterly reports include the information specified herein);

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 110 days after the end of each fiscal yearyear (commencing with fiscal year 2006), Parent’s (x) a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified 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 fairly present present, in all material respects respects, the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein) and (y) supporting schedules reconciling such consolidated balance sheet and related statements of operations, cash flows and owners’ equity with the consolidated financial condition and results of operations of the Borrower for the relevant period; (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter of 2007), Parent’s (x) a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein) and (y) supporting schedules reconciling such consolidated balance sheet and related statements of operations, cash flows and owners’ equity with the consolidated financial position and results of operations of the Borrower for the relevant period; (ci) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower in substantially the form attached hereto as Exhibit I (x) certifying that, to the knowledge of such Responsible Officer, that no Default or Event of Default has occurred and is continuing, or, if, to the knowledge of if such Responsible Officer, such a Default or an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (y) commencing with the fiscal quarter ending September 30, 2007, setting forth computations in detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Total Leverage Ratio and (ii) concurrently with any delivery of financial statements under paragraph (a) above, (A) a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default under Section 6.10 (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations, and may be subject to other customary qualifications) and (B) a certificate of a Financial Officer of the Borrower commencing with the 2007 Excess Cash Flow Period, setting forth the amount, if any, of Excess Cash Flow for the Excess Cash Flow Period then ended and the Available Excess Cash Flow Amount as of the date of such certificate, in each case together with the calculation thereof in reasonable detail; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of its Subsidiaries with the SEC or any securities exchange, or after an initial public offering, distributed to its stockholders generally, as applicable and all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries; (e) within 90 days after the time period under beginning of each fiscal year, a detailed consolidated and consolidated quarterly budget for such fiscal year (a) including a projected consolidated and (b) consolidated balance sheet of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 the Borrower and its Subsidiaries as of the end of such fiscal year, and the preceding related consolidated and consolidated statements of projected cash flow and projected income) and, as soon as available, significant revisions, if any, of such budget and quarterly projections with respect to such fiscal quarteryear (to the extent that such revisions have been approved by the Borrower’s board of directors (or equivalent governing body)), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that, to such Financial Officer’s knowledge, the Budget is a reasonable estimate for the period covered thereby; (ef) promptly after the occurrence thereofpromptly, written notice a copy of the termination final management letter of a Plan independent accountants submitted to the board of directors (or equivalent governing body) or any committee thereof of any of the Borrower or any Restricted Subsidiary in connection with the annual audit made by independent accountants of the books of the Borrower or any such Restricted Subsidiary; (g) promptly following a request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender 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; (h) together with the delivery of the annual compliance certificate required by Section 5.04(c), deliver an ERISA Affiliate updated Collateral Questionnaire reflecting all changes since the date of the information most recently received pursuant to this paragraph (i) or Section 4042 5.09(f); and (i) in connection with each annual renewal of ERISAthe insurance policies referred to in Section 5.02, an insurance broker’s certificate evidencing the insurance coverage maintained by the Loan Parties and a certificate by the Borrower that such insurance is in compliance with the insurance coverage required by the Loan Documents; and (j) promptly, from time to time, such other information regarding the extent such termination would constitute an Event operations, Collateral, business affairs and financial condition of Default under Section 7.01(jHoldings, the Borrower or any of its Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender or Agent);.

Financial Statements, Reports, etc. The Borrower agrees to promptly deliver to Lender all publicly filed financial information when and to the extent same is available to the general public. In addition to such public financial information, Borrower shall deliver to also provide the Administrative Agent on behalf of the Lendersfollowing financial information: (a) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor systemMonthly Statement; (b) within forty-five (45) days after following the end of each quarter, a status report with respect to such quarter which describes the cumulative sources and uses of the first three fiscal quarters of funds for the immediately preceding calendar quarter on each fiscal year, Parent’s consolidated balance sheets asset pledged under this Loan Agreement and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by detailed report in a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject form reasonably satisfactory to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemLender; (c) within forty-five (45) days following the time period under Section 5.01(a)end of each quarter, a certificate of from a Responsible Officer of the Borrower certifying that, in form and substance reasonably satisfactory to the knowledge of such Responsible Officer, Lender that there has been no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretono Material Adverse Effect; (d) within fifteen (15) Business Days after Lender's request, such further information with respect to the time period under (a) operation of any real property, the Collateral, the financial affairs of Borrower and (b) of this Section 5.01any Plan and Multiemployer Plan as may be requested by Lender, an Officer’s Certificate demonstrating including all business plans prepared by or for Borrower; provided, however, that with respect to information not previously known to, or in reasonable detail compliance with Section 6.08 the possession of, Borrower relating to any Multiemployer Plan, Borrower shall only be required to provide such information as of the end of the preceding fiscal quartermay be obtained through good faith efforts; (e) promptly upon Lender's request, a copy of any financial or other report Borrower shall receive from any underlying obligor with respect to an item of Collateral within fifteen (15) days after the occurrence Borrower's receipt thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent ; and (f) such termination would constitute an Event of Default under Section 7.01(j);other reports as Lender shall reasonably require.

Financial Statements, Reports, etc. The Borrower Borrowers shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within (i) ninety (90) days after the end of each fiscal year, ParentDelta’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent Delta and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent Delta to be audited for Parent Delta by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without a “going concern” or like qualification or exception and without any more qualification or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within twelve (12) months of the Term Loans or (y) a potential inability to satisfy any financial covenant) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent Delta and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent Delta shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor systemsystem and (ii) one hundred eighty (180) days after the end of the fiscal year ending December 31, 2020, and within one hundred twenty (120) days after the end of each fiscal year thereafter, the financial statements of HoldCo 1 and its Subsidiaries on a consolidated basis (including cash flows) to be audited for Delta by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any more qualification or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within twelve (12) months of the Term Loans or (y) a potential inability to satisfy any financial covenant) to the effect that such financial statements fairly present in all material respects the financial condition and results of operations of HoldCo 1 and its Subsidiaries on a consolidated basis in accordance with GAAP; (b) within Within (i) forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, ParentDelta’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent Delta and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent Delta as fairly presenting in all material respects the financial condition and results of operations of Parent Delta and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent Delta shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemsystem and (ii) sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year beginning on January 1, 2021, financial statements (including cash flows) of HoldCo 1 and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Responsible Officer of Delta as fairly presenting in all material respects the financial condition and results of operations of HoldCo 1 and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year end audit adjustments and the absence of footnotes; (c) within Within the time period under Section 5.01(a)) above with respect to Delta, a certificate of a Responsible Officer of the Borrower Delta certifying that, to the knowledge of such Responsible Officer, no Early Amortization Event or Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Early Amortization Event or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) On or prior to each Determination Date, a certificate of this Section 5.01, an Officer’s Certificate a Responsible Officer demonstrating in reasonable detail compliance with (i) Section 6.08 5.20 as of the end last day of the preceding fiscal quarterQuarterly Reporting Period and (ii) the Peak Debt Service Coverage Ratio Test as of the last day of the preceding Quarterly Reporting Period; (e) promptly [Reserved]; (f) [Reserved]; (g) Promptly upon knowledge thereof by a Responsible Officer of a Borrower, give to the Administrative Agent notice in writing of any Default, Early Amortization Event or Event of Default; (h) Promptly after the occurrence thereof, written notice a Responsible Officer of Delta obtains knowledge of the termination filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party that could reasonably be expected to result in a Plan Material Adverse Effect, notification thereof; and (i) Subject to any confidentiality restrictions under binding agreements or limitations imposed by applicable law, a notice posted on a password protected website to which the Administrative Agent will have access (or otherwise deliver to the Administrative Agent, including, without limitation, by electronic mail) of (i) any material amendment, restatement, supplement, waiver or other modification to any Material SkyMiles Agreement promptly (but in no case within thirty (30) days) upon the Borrower effectiveness of such amendment, restatement, supplement, waiver or an ERISA Affiliate other modification and (ii) any termination, cancellation or expiration received or delivered by a Loan Party with respect to a Material SkyMiles Agreement. In no event shall the Administrative Agent be entitled to inspect, receive and make copies of materials, (i) except in connection with any enforcement or exercise of remedies, (A) that constitute non-registered SkyMiles Intellectual Property, non-financial Trade Secrets (including the SkyMiles Customer Data) or non-financial proprietary information, or (B) in respect of which disclosure to the Administrative Agent, any Collateral Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (ii) that are subject to attorney client or similar privilege or constitute attorney work product or constitute Excluded Intellectual Property. The Borrowers agree to provide copies of any notices or any deliverables given or received under the Collateral Agency and Accounts Agreement to the Administrative Agent, including any notice or deliverable required to be provided to the Senior Secured Debt Representatives. Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Syndtrak website on the Internet at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 by any Loan Party shall be delivered pursuant to Section 4042 of ERISA, 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which Loyalty Co provides written notice to the Administrative Agent that such information has been posted on Delta’s general commercial website on the Internet (to the extent such termination would information has been posted or is available as described in such notice), as such website may be specified by Loyalty Co to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by a Loan Party as “PUBLIC”, (ii) such notice or communication consists of copies of any Loan Party’s public filings with the SEC or (iii) such notice or communication has been posted on Delta’s general commercial website on the Internet, as such website may be specified by Loyalty Co to the Administrative Agent from time to time. Delivery of reports, information and documents to the Collateral Administrator is for informational purposes only, and its receipt of such reports, information and documents shall not constitute an Event constructive notice of Default any information contained therein or determinable from information contained therein, including any Loan Party’s or any other Person’s compliance with any of its covenants under this Agreement or any other Loan Document. The Collateral Administrator shall have no liability or responsibility for the content, filing or timeliness of any report or other information delivered, filed or posted under or in connection with this Agreement, the other Loan Documents or the transactions contemplated hereunder or thereunder. For the avoidance of doubt, the Collateral Administrator shall have no duty to monitor or access any website of a Loan Party or any other Person referenced herein, shall not have any duty to monitor, determine or inquire as to compliance or performance by any Loan Party or any other Person of its obligations under this Section 7.01(j);5.01 or otherwise and the Collateral Administrator shall not be responsible or liable for any Loan Party’s or any other Person’s non-performance or non-compliance with such obligations.

Financial Statements, Reports, etc. The Borrower shall deliver In the case of the Borrower, furnish to the Administrative Agent on behalf for distribution to the Lenders (except, in the case of the Lenders:financial statements referred to in paragraphs (a) and (b) below, to the extent such financial statements are contained in materials already delivered to the Administrative Agent pursuant to paragraph (d) below): (a) within ninety (90) 120 days after the end of each fiscal year, Parent’s (i) its consolidated balance sheet and related statement statements of income and changes in financial position (or of cash flowsflow, as appropriate), showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective its operations and the operations of such Subsidiaries during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries the Borrower on a consolidated basis in accordance with GAAP; provided that generally accepted accounting principles consistently applied, and (ii) a consolidated balance sheet and related statements of income and changes in financial position (or of cash flow, as the foregoing delivery requirement shall be satisfied if Parent shall have filed with case may be) for KGE as of the SEC its Annual Report on Form 10-K for end of such fiscal year, which is available showing the consolidated financial condition of KGE and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial condition and results of operations of KGE in accordance with generally accepted accounting principles consistently applied (except that so long as KGE shall prepare, audited financial statements, any such financial statements of KGE shall be audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing acceptable to the public via ▇▇▇▇▇ or Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any similar successor systemmaterial respect) to the effect that such financial statements fairly present the financial condition and results of operations of KGE on a consolidated basis in accordance with generally accepted accounting principles consistently applied); (b) within forty-five (45) 90 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s (i) its consolidated balance sheets sheet and related statements of income and cash flowschanges in financial position, showing the financial condition of Parent the Borrower and its consolidated Subsidiaries on a as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated basis Subsidiaries in accordance with generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and (ii) so long as KGE shall prepare, such statements, the consolidated balance sheet and related statements of income and changes in financial condition of KGE and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each all certified by a Responsible Officer one of Parent its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of Parent KGE and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPgenerally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemadjustments; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower who shall, if applicable, be the Financial Officer opining on or certifying that, to the knowledge of such Responsible Officer, statements (i) certifying that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.1; (d) within promptly after the time period under (a) and (b) same become publicly available, copies of this Section 5.01all reports on Forms 10-K, an Officer’s Certificate demonstrating in reasonable detail compliance 10-Q or 8-K filed by it with Section 6.08 as of the end of the preceding fiscal quarter;SEC; and (e) promptly after from time to time, such other information regarding the occurrence thereofoperations, written notice of the termination of a Plan business affairs and financial condition of the Borrower or an ERISA Affiliate any Significant Subsidiary or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Any financial statement or report required to be furnished pursuant to Section 4042 of ERISA5.1(a), 5.1(b) or 5.1(d) shall be deemed to have been furnished on the extent date on which and, provided such termination would constitute an Event of Default under Section 7.01(j);date is within the period specified, such requirement will be satisfied if, (A) the Borrower files a form, report or other document with the SEC that contains such financial statement or report required hereunder or (B) the Lenders receive notice that the Administrative Agent has posted such financial statement or report on Syndtrak Online or by other similar electronic means.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the LendersAgents and each Lender: (a) within ninety (90) 95 days after the end of each fiscal year, Parent’s its annual report on Form 10‑K as filed with the SEC, including its consolidated balance sheet and the related consolidated earnings statement of income and cash flows, showing the its consolidated financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year, such consolidated financial statements of Parent to be all audited for Parent by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing and to be accompanied selected by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor systemCompany; (b) within forty-five (45) 50 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s its quarterly report on Form 10‑Q as filed with the SEC, including its unaudited consolidated balance sheets sheet and related statements of income and cash flowsconsolidated earnings statement, showing the its consolidated financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, year (and each certified by delivery of such statements shall be deemed a Responsible Officer of Parent as representation that such statements fairly presenting in all material respects present the Company’s financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes); provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system;and (c) within the promptly, from time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officertime, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and other information as any corrective action taken or proposed Lender shall reasonably request through CBNA. Information required to be taken with respect thereto; (d) within the time period under delivered pursuant to clauses (a) and – (b) of this Section 5.015.3 shall be deemed to have been effectively delivered (including for purposes of Section 8.1(b)) on the date on which such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ (or any successor website), an Officeron the Company’s Certificate demonstrating IntraLinks site at ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another relevant website accessible by the Lenders without charge. Information required to be delivered pursuant to clause (c) of this Section 5.3 shall be deemed to have been effectively delivered (including for the purposes of Section 8.1(b)) on the date on which the Company provides notice to CBNA (which notice CBNA shall promptly provide to the requesting Lenders) that such information has been provided in reasonable detail compliance accordance with Section 6.08 as of the end of the preceding fiscal quarter; sentence or on the date on which the Company actually delivers such information to CBNA (e) and CBNA will promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, deliver such information to the extent such termination would constitute an Event of Default under Section 7.01(jrequesting Lenders);.

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, the Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of the Parent to be audited for the Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if the Parent shall have filed with the SEC its Annual 92544055_10 Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, the Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if the Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, a certificate of a Responsible Officer of the Borrower Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals); (e) promptly Within 15 days after the occurrence thereof, written notice of the termination of a Plan Responsible Officer of the Borrower obtains knowledge that there has been one or an ERISA Affiliate more Dispositions of Collateral (excluding those described in clause (b), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by the Borrower to the Administrative Agent consisting of (i) a Pledged Aircraft, (ii) a Pledged Engine or (iii) any other Collateral comprising, in the aggregate, 10% or more of the total Borrowing Base of all Eligible Collateral, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a); (f) (i) At any time that Eligible Accounts are included as Collateral, within 15 days after the completion of each Field Audit (or, if such day is not a Business Day, on the next succeeding Business Day) completed pursuant to Section 4042 5.07(b), an Officer’s Certificate from the Borrower setting forth the amount of ERISAeach Eligible Account included in the Collateral as of such date, (ii) on the date upon which any Eligible Account is pledged as Collateral, but only with respect to such Eligible Account, an Officer’s Certificate from the Borrower setting forth the amount of such Eligible Account pledged on such date, and (iii) at any time that the Administrative Agent provides written notice to the extent Borrower that the Administrative Agent, acting reasonably and in good faith, believes that a Material Eligible Account contained in the most recent Officer’s Certificate delivered pursuant to clauses (i) and (ii) above with respect to such termination Pledged Account no longer meets the criteria of an Eligible Account set forth in the 92544055_10 definition thereof, and that the Borrower would constitute not reasonably be expected to be in compliance with Section 6.09(a) after excluding the Certified Value of such disqualified Material Eligible Account from the aggregate Certified Value of the Pledged Accounts, within five (5) Business Days of such receipt of such request by the Borrower, an Event Officer’s Certificate from the Borrower setting forth the amount of Default under Section 7.01(j)each Eligible Account included in the Collateral as of such date, in each case together with all supporting documents with respect to the applicable Eligible Accounts as the Administrative Agent may reasonably request;

Financial Statements, Reports, etc. The Borrower shall deliver Deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parentthe Borrower’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent the Borrower to be audited for Parent the Borrower by Ernst & Young LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without a “going concern” or like qualification or exception and without any more qualification or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within twelve (12) months of any Revolving Facility under this Agreement or (y) a potential inability to satisfy any financial covenant) and to be certified by a Responsible Officer of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that . Documents required to be delivered pursuant to this clause ‎(a) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Annual Report on Form 10-K for such fiscal yearK, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (b) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, Parentthe Borrower’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that . Documents required to be delivered pursuant to this clause ‎(b) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Quarterly Report on Form 10-Q for such fiscal quarterQ, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)‎(a) and ‎(b) above, a certificate of a Responsible Officer of the Borrower (in substantially the form of Exhibit A) (i) certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuingoccurred, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;, and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Sections ‎6.03 and ‎6.04; #90303017v26 58 (d) within prompt written notice of any Termination Event that has occurred, or is reasonably expected to occur, to the time period extent such Termination Event would constitute an Event of Default under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter‎Section 7.01(l); (e) promptly after the occurrence thereof, written notice of the termination of a Plan Responsible Officer of the Borrower obtains knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect, notification thereof; and (f) (i) on the date on which any Investment Property that is not listed on a national securities exchange is initially included as Additional Pool Assets, an ERISA Affiliate Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of the month most recently ended, together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request and (ii) at any time thereafter that any Investment Property that is not listed on a national securities exchange shall be included as Additional Pool Assets, concurrently with any delivery of financial statements under clause (a) or (b) above in respect of each fiscal quarter of the Borrower, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of such fiscal quarter, together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request. Subject to the next succeeding sentence, information delivered pursuant to Section 4042 of ERISA, this ‎Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information delivered pursuant to this ‎Section 5.01 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to ‎Section 10.01 hereto. Information required to be delivered pursuant to this ‎Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ (to the extent such termination would constitute an Event information has been posted or is available as described in such notice). Information required to be delivered pursuant to this ‎Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this ‎Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower as “PUBLIC”, (ii) such notice or communication consists of Default under Section 7.01(j);copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇.

Financial Statements, Reports, etc. The Borrower shall deliver furnish to ---------------------------------- Agent, with sufficient copies for each Lender, the Administrative following, each in such form and such detail as Agent on behalf of or the LendersRequired Lenders shall reasonably request: (ai) within ninety As soon as available and in no event later than fifty-five (9055) days after the end last day of each fiscal yearquarter of Borrower, Parent’s consolidated balance sheet and related statement a copy of income and cash flows, showing the financial condition Financial Statements of Parent Borrower and its Subsidiaries (prepared on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited basis) for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of for the fiscal yearyear to date, each certified by a Responsible Officer the chief financial officer or treasurer of Parent as Borrower to present fairly presenting in all material respects the financial condition and condition, results of operations of Parent and its Subsidiaries on a consolidated basis other information reflected therein and to have been prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments adjustments); (ii) As soon as available and in no event later than one hundred (100) days after the absence close of footnotes; provided that each fiscal year of Borrower, (A) copies of the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC audited Financial Statements of Borrower and its Quarterly Report Subsidiaries (prepared on Form 10-Q a consolidated basis) for such fiscal quarteryear, which is available prepared by independent certified public accountants of recognized national standing acceptable to Agent and (B) copies of the public via ▇▇▇▇▇ unqualified opinions (or any similar successor systemqualified opinions reasonably acceptable to Required Lenders) and management letters delivered by such accountants in connection with all such Financial Statements; (ciii) within Contemporaneously with the time period under Section 5.01(aquarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a -------------------- compliance certificate of the chief financial officer or treasurer of Borrower (a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, "Compliance Certificate") which (A) states that no Event of Default ---------------------- has occurred and is continuing, or, if, to the knowledge of if any such Responsible Officer, such an Event of Default has occurred and is continuing, specifying a statement as to the nature and extent thereof and what action Borrower proposes to take with respect thereto; and (B) sets --- forth, for the four-fiscal quarter period ending on the last day of the fiscal quarter or fiscal year covered by such Financial Statements or as of the last day of such fiscal quarter or fiscal year (as the case may be), the calculation of the financial ratios and tests provided in Paragraph 5.03; -------------- (iv) As soon as possible and in no event later than ten (10) Business Days after any corrective officer of Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against Borrower or any of its Subsidiaries involving potential monetary damages payable by Borrower or its Subsidiaries of $3,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default; the statement of the chief financial officer or treasurer of Borrower setting forth details of such event, condition or Default and the action taken or proposed which Borrower proposes to be taken take with respect thereto; (dv) within As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by Borrower or any of its Subsidiaries with any securities exchange or the time period under Securities and Exchange Commission (a) including, without limitation, all 10-Q, 10-K and 8-Q reports); and (bB) all reports, proxy statements and financial statements sent or made available by Borrower or any of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarterits Subsidiaries to its security holders; (evi) promptly As soon as available and in no event later than fifty-five (55) days after the occurrence thereoflast day of each fiscal quarter, written notice a certificate which sets forth the calculation of the termination Funded Indebtedness/EBITDA Ratio for the consecutive four-fiscal quarter period ending on the last day of a Plan such quarter, certified by the chief financial officer or treasurer of Borrower; and (vii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of Borrower or an ERISA Affiliate pursuant its Subsidiaries, and compliance by Borrower with the terms of this Agreement and the other Credit Documents as Agent may from time to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);time reasonably request.

Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, the Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of the Parent to be audited for the Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if the Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, the Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if the Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, a certificate of a Responsible Officer of the Borrower Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals); (e) promptly Within 15 days after a Responsible Officer of the Borrower obtains knowledge that there has been one or more Dispositions of Collateral (excluding those described in clause (b), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by the Borrower to the Administrative Agent consisting of (i) a Pledged Aircraft, (ii) a Pledged Engine or (iii) any other Collateral comprising, in the aggregate, 10% or more of the total Borrowing Base of all Eligible Collateral, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a); (i) At any time that Eligible Accounts are included as Collateral, within 15 days after the occurrence completion of each Field Audit (or, if such day is not a Business Day, on the next succeeding Business Day) completed pursuant to Section 5.07(b), an Officer’s Certificate from the Borrower setting forth the amount of each Eligible Account included in the Collateral as of such date, (ii) on the date upon which any Eligible Account is pledged as Collateral, but only with respect to such Eligible Account, an Officer’s Certificate from the Borrower setting forth the amount of such Eligible Account pledged on such date, and (iii) at any time that the Administrative Agent provides written notice to the Borrower that the Administrative Agent, acting reasonably and in good faith, believes that a Material Eligible Account contained in the most recent Officer’s Certificate delivered pursuant to clauses (i) and (ii) above with respect to such Pledged Account no longer meets the criteria of an Eligible Account set forth in the definition thereof, written and that the Borrower would not reasonably be expected to be in compliance with Section 6.09(a) after excluding the Certified Value of such disqualified Material Eligible Account from the aggregate Certified Value of the Pledged Accounts, within five (5) Business Days of such receipt of such request by the Borrower, an Officer’s Certificate from the Borrower setting forth the amount of each Eligible Account included in the Collateral as of such date, in each case together with all supporting documents with respect to the applicable Eligible Accounts as the Administrative Agent may reasonably request; (g) Promptly after a Responsible Officer obtains knowledge thereof, notice of the termination failure of a Plan any material assumption contained in any Appraisal to be correct, except if such failure would not reasonably be expected to materially adversely affect the Appraised Value of the applicable type of Appraised Collateral; (h) So long as any Commitment, Loan or Letter of Credit is outstanding, within 30 days after the Chief Financial Officer or the Treasurer of the Borrower becoming aware of the occurrence of a Default or an ERISA Affiliate Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Borrower and its Subsidiaries are taking or propose to take with respect thereto; and (i) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of either the Borrower or any Guarantor, in each case as the Administrative Agent, at the request of any Lender, may reasonably request (it being understood that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be obligated to provide utilization reports with respect to Pledged Routes or related Pledged Slots). Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 4042 of ERISA, 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s general commercial website on the Internet (to the extent such termination would constitute an Event information has been posted or is available as described in such notice), as such website may be specified by the Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of Default under Section 7.01(j);copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on a the Borrower’s general commercial website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement consolidated statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent Holdings and its the Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year, such with all consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent Holdings and its the Subsidiaries on a consolidated basis in accordance with GAAP; provided US GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Holdings of Annual Report Reports on Form 10-K for such fiscal year, which is available of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Reports include the information specified herein); (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets sheet and related consolidated statements of income operations and cash flows, flows showing the financial condition position of Parent Holdings and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each all certified by a Responsible Financial Officer of Parent Holdings, on behalf of Holdings, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP, US GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Holdings of Quarterly Report Reports on Form 10-Q for such fiscal quarter, which is available of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such Quarterly Reports include the information specified herein); (c) within the time period (x) concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, (A) a certificate of a Responsible Financial Officer of the Borrower Holdings (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and 6.12 and (B) a reasonably detailed break-out of operational performance by business units for the year or quarter then ended and (y) concurrently with any delivery of financial statements under (a) above, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations); (d) within promptly after the time period under same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Company or any of the Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; (e) if, as a result of any change in accounting principles and policies from those as in effect on the Restatement Effective Date, the consolidated financial statements of Holdings and the Subsidiaries delivered pursuant to paragraphs (a) or (b) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of Holdings reconciling such changes to what the end of the preceding fiscal quarterfinancial statements would have been without such changes; (ef) promptly within 90 days after the occurrence thereofbeginning of each fiscal year, written notice an operating and capital expenditure budget, in form reasonably satisfactory to the Administrative Agent prepared by Holdings for each of the termination four fiscal quarters of such fiscal year prepared in reasonable detail, of Holdings and the Subsidiaries, accompanied by the statement of a Plan Financial Officer of Holdings to the effect that, to the best of his knowledge, the budget is a reasonable estimate for the period covered thereby; (g) upon the reasonable request of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISAAdministrative Agent (which request shall not be made more than once in any 12-month period), deliver updated Perfection Certificates (or, to the extent such termination would constitute an Event request relates to specified information contained in the Perfection Certificates, such information) reflecting all changes since the date of Default under the information most recently received pursuant to this paragraph (g) or Section 7.01(j5.10(e); (h) promptly, a copy of all reports submitted to the Board of Directors (or any committee thereof) of any of Holdings, the Company or any Material Subsidiary in connection with any interim or special audit that is material made by independent accountants of the books of Holdings, the Company or any Subsidiary; (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Company or any of the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request; and (j) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably request.

Financial Statements, Reports, etc. The Borrower shall deliver furnish ---------------------------------- to Agent, with sufficient copies for each Lender, the Administrative following, each in such form and such detail as Agent on behalf of or the LendersRequired Lenders shall reasonably request: (ai) within ninety As soon as available and in no event later than fifty-five (9055) days after the end last day of each fiscal yearquarter of Borrower, Parent’s consolidated balance sheet and related statement a copy of income and cash flows, showing the financial condition Financial Statements of Parent Borrower and its Subsidiaries (prepared on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited basis) for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of for the fiscal yearyear to date, each certified by a Responsible Officer the chief financial officer or treasurer of Parent as Borrower to present fairly presenting in all material respects the financial condition and condition, results of operations of Parent and its Subsidiaries on a consolidated basis other information reflected therein and to have been prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments adjustments); (ii) As soon as available and in no event later than one hundred (100) days after the absence close of footnotes; provided that each fiscal year of Borrower, (A) copies of the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC audited Financial Statements of Borrower and its Quarterly Report Subsidiaries (prepared on Form 10-Q a consolidated basis) for such fiscal quarteryear, which is available prepared by independent certified public accountants of recognized national standing acceptable to Agent and (B) copies of the public via ▇▇▇▇▇ unqualified opinions (or any similar successor systemqualified opinions reasonably acceptable to Required Lenders) and management letters delivered by such accountants in connection with all such Financial Statements; (ciii) within Contemporaneously with the time period under Section 5.01(aquarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a -------------------- compliance certificate of the chief financial officer or treasurer of Borrower (a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, "Compliance Certificate") which (A) states that no Event of Default ---------------------- has occurred and is continuing, or, if, to the knowledge of if any such Responsible Officer, such an Event of Default has occurred and is continuing, specifying a statement as to the nature and extent thereof and what action Borrower proposes to take with respect thereto; (B) sets forth, for the four-fiscal quarter period ending on the last day of the fiscal quarter or fiscal year covered by such Financial Statements or as of the last day of such fiscal quarter or fiscal year (as the case may be), the calculation of the financial ratios and tests provided in Paragraph 5.03; (C) states that the Year 2000 remediation efforts of -------------- Borrower and its Subsidiaries are proceeding as scheduled; and (D) indicates whether an auditor, regulator or third party consultant has issued a management letter or other communication regarding the Year 2000 exposure, program or progress of Borrower and/or its Subsidiaries; (iv) As soon as possible and in no event later than ten (10) Business Days after any corrective officer of Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against Borrower or any of its Subsidiaries involving potential monetary damages payable by Borrower or its Subsidiaries of $3,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default; the statement of the chief financial officer or treasurer of Borrower setting forth details of such event, condition or Default and the action taken or proposed which Borrower proposes to be taken take with respect thereto; (dv) within As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by Borrower or any of its Subsidiaries with any securities exchange or the time period under Securities and Exchange Commission (a) including, without limitation, all 10-Q, 10-K and 8-Q reports); and (bB) all reports, proxy statements and financial statements sent or made available by Borrower or any of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarterits Subsidiaries to its security holders; (evi) promptly As soon as available and in no event later than fifty- five (55) days after the occurrence thereoflast day of each fiscal quarter, written notice a certificate which sets forth the calculation of the termination Funded Indebtedness/EBITDA Ratio for the consecutive four-fiscal quarter period ending on the last day of a Plan such quarter, certified by the chief financial officer or treasurer of Borrower; and (vii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of Borrower or an ERISA Affiliate pursuant its Subsidiaries, and compliance by Borrower with the terms of this Agreement and the other Credit Documents as Agent may from time to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);time reasonably request.

Financial Statements, Reports, etc. The Borrower shall deliver Deliver or cause to be delivered to the Administrative Agent on behalf Agent, with copies for each of the Lenders: (a) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis As soon as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within but no later than forty-five (45) days after the end close of each of the first three fiscal quarters of each of Borrower’s fiscal yearyears, ParentBorrower’s unaudited consolidated balance sheets and related statements statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis retained earnings as of the close of such fiscal quarter quarter, its consolidated balance sheet and the results statement of their operations during such fiscal quarter income and the then-elapsed retained earnings for that portion of the fiscal yearyear ending with such quarter, each and its unaudited consolidated statement of cash flows for that portion of the fiscal year ending with such quarter. Each of such financial statements shall be certified by a Responsible Officer responsible officer of Parent Borrower as being prepared in accordance with then applicable GAAP; provided, that the delivery to each Lender of a Form 10-Q Quarterly Report of the Borrower within the time period set forth above shall satisfy the Borrower’s obligations pursuant to this paragraph (a); (b) As soon as available but no later than ninety (90) days after the close of each of its fiscal years, a copy of the unqualified, audited financial statements of Borrower and such other audited financial statements of Subsidiaries of Borrower that have been prepared (if any). Such financial statements shall include at least the balance sheet of Borrower as of the close of such year and statements of income and retained earnings and of changes in financial position and cash flows for such year, prepared (in the case of Borrower) on a consolidated basis, and such consolidated financial statements shall be certified by KPMG LLC or by other independent public accountants of national reputation selected by Borrower and reasonably satisfactory to Lenders. The delivery to each Lender of a Form 10-K Annual Report within the time period set forth above shall satisfy the Borrower’s obligations pursuant to the preceding portion of this Section 6.03(b); provided that the consolidated financial statements included in such Form 10-K shall be certified by KPMG LLC or by other independent public accountants of national reputation selected by Borrower and reasonably satisfactory to Lenders. The accountants’ certification shall not be qualified or limited because of restricted or limited examination by such accountants of any material portion of the records of Borrower or any such Subsidiary for which audited financial statements have been prepared; provided, however, it being understood a “going concern” qualification or exception, or any exception or identified weakness regarding compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 shall not in and of itself constitute a Default or an Event of Default under the Credit Documents. Such accountants for Borrower shall state in a letter to Lenders that in the course of their examination such accountants, without undertaking any special procedures for the purpose of such certificate, have obtained no knowledge of the occurrence of any condition, event or act which would constitute a Default or an Event of Default with respect to financial covenants and certain computations, or, if such accountants shall have obtained knowledge of any such violation, condition, event or act, they shall specify in such letter all such violations, conditions, events and acts and the nature and status thereof. If any of the materials required to be delivered pursuant to paragraph (c) of this Section 6.03 are delivered in connection with the delivery of the financial statements pursuant to this Section 6.03(b), the Borrower shall not be required to deliver separately such statements pursuant to such paragraph (c). Borrower shall promptly deliver to Agent a copy of any management letters from such accountants to Borrower; (c) promptly after filing with the Securities and Exchange Commission, a copy of each Form 8-K Current Report, Form 10-K Annual Report, Form 10-Q Quarterly Report and Form 11-K Annual Report, Annual Report to Shareholders, Proxy Statement and Registration Statement of (i) Borrower and (ii) Borrower’s Subsidiaries; (d) not later than forty (40) days after the end of each fiscal month (other than the last month in each fiscal quarter), Borrower’s unaudited consolidated statements of income and cash flows for that portion of the fiscal year ending with such month and its unaudited consolidated balance sheet as of the last day of such fiscal month, certified by a responsible officer of Borrower as being complete and correct in all material respects and fairly presenting in all material respects the its results of operations and cash flows and financial condition and results including a comparison to the same period (or date, in the case of balance sheets) for the prior fiscal year; (A) contemporaneous with the delivery of the financial statements set forth in Section 6.03(d), a certificate executed by any of the chief financial officer, vice president, treasurer or controller of Borrower, stating that such officer is familiar with this Agreement and the business and operations of Parent Borrower and showing Borrower’s compliance with Sections 6.12 and 6.14 and (B) contemporaneous with the delivery of the financial statements set forth in Section 6.03(a) or (b), as applicable, a certificate executed by any of the chief financial officer, vice president, treasurer or controller of Borrower, stating that such officer is familiar with this Agreement and the business and operations of Borrower and (i) showing Borrower’s compliance with Sections 6.18, 7.01, 7.02, 7.07 and 7.10, (ii) if Borrower or any Subsidiary is not in compliance therewith, showing such failure to comply, the amount thereof and explaining the reason therefor, (iii) specifying changes during such month in the list of Subsidiaries previously delivered by the Borrower to the Lenders, other than changes previously reported to the Agent during such month, (iv) stating that Borrower has performed all its obligations hereunder and under any judgment, decree or order of any court or governmental authority binding on Borrower except as may be contested in good faith upon advice of counsel and for the possible payment of which adequate reserves are being maintained, (v) stating that no event has occurred which constitutes a Default or an Event of Default, or, if such event has occurred, the nature and status thereof and the steps that Borrower is taking or has taken to cure the same and (vi) stating the name and jurisdiction of organization of each Subsidiary and Unrestricted Subsidiary created during such month; (f) commencing March 31, 2007, on such date and on the last day of each March thereafter, updated projections through its fiscal year ending December 31, 2010 which are similar in form and substance to the projections delivered pursuant to Section 4.01(u); (g) such other statements, lists of property and accounts, budgets, forecasts or reports as Agent or any Lender may reasonably request; (h) at each time financial statements of the Borrower are required to be delivered pursuant to paragraph (a), (b) or (d) above, copies of the combined balance sheet of the Unrestricted Subsidiaries as of the close of the applicable fiscal month and combined statements of income and retained earnings of the Unrestricted Subsidiaries for the portion of the fiscal year ending with such month, all set forth in a format which reconciles such financial statements of the Unrestricted Subsidiaries to the corresponding financial statements delivered pursuant to paragraphs (d); (i) upon request of the Agent, a description of the business and activities of each Unrestricted Subsidiary created after the Closing Date and the Borrower’s reason for designation of such entity as an Unrestricted Subsidiary; and (j) no later than the first Monday of each calendar month, a forecast of the sources and uses of cash by the Borrower and its Subsidiaries (including Unrestricted Subsidiaries) on a consolidated weekly basis for the succeeding thirteen (13) calendar weeks, together with a report describing variances of sources and uses from previously delivered forecasts, all in accordance with GAAPform and substance reasonably satisfactory to the Agent [and its financial advisor, subject if any]. Information required to normal year-end audit adjustments be delivered pursuant to Section 6.03(a), (b) and the absence of footnotes; provided that the foregoing delivery requirement (c) shall be satisfied if Parent shall deemed to have filed with been delivered to the SEC its Quarterly Report Agent on Form 10-Q for the date on which the Borrower provides written notice to the Agent that such fiscal quarter, which information is available to on the public Internet via ▇the E▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer system of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; SEC (d) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jinformation is so available on such date);.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety 90 days (90or, if applicable, such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K if the Borrower is required to file such an Annual Report) days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and (commencing in fiscal year 2007) setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of Annual Report Reports on Form 10-K for such fiscal year, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Reports include the information specified herein); (b) within forty45 days (or, if applicable, such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-five (45Q if the Borrower is required to file such a Quarterly Report) days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter of 2007), Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and (commencing in fiscal year 2007) setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided footnotes (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of Quarterly Report Reports on Form 10-Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such Quarterly Reports include the information specified herein); (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within promptly after the time period under (a) same become publicly available, copies of all periodic and (b) of this Section 5.01other publicly available reports, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as proxy statements and, to the extent requested by the Administrative Agent, other materials filed by the Borrower or any of the end of Restricted Subsidiaries with the preceding fiscal quarter;SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; and (e) promptly after the occurrence thereofbecoming aware of any Event of Default or Default, written notice of thereof specifying the termination of a Plan of nature and extent thereof and the Borrower or an ERISA Affiliate pursuant corrective action (if any) proposed to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);be taken with respect thereto.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) Within 95 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such auditaudit or as to the status of the Borrower or any Material Subsidiary as a going concern) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 6.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty-five (45) 50 days after the end of each of the first three fiscal quarters of each fiscal yearyear beginning with the fiscal quarter ending March 31, Parent’s 2012, (i) a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-then elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each and (ii) management’s discussion and analysis of significant operational and financial developments during such quarterly period, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-10 Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 6.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (c) within the time period (x) concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Fixed Charge Coverage Ratio, (iii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Average Quarterly Excess Availability, (iv) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (ii) of the definition of the term Immaterial Subsidiary, and (v) certifying a list of names of all Unrestricted Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary, and (y) concurrently with any delivery of financial statements under paragraph (a) above, if the accounting firm is not restricted from providing such a certificate by the policies of its national office, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations); (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of its Subsidiaries with the SEC, or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of Holdings or the Borrower; (e) within 95 days after the beginning of each fiscal year, a reasonably detailed consolidated annual budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (f) upon the reasonable request of the Administrative Agent, an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (f) or Section 6.10(f); (g) (i) promptly, from time period under to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any of its Subsidiaries, or compliance with the terms of any Loan Document, or such consolidating financial statements as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender) and (ii) prior written notice in the event that the Borrower changes its fiscal year end; (h) in the event that (i) in respect of the Senior Notes, or any Permitted Refinancing Indebtedness with respect thereto, the rules and regulations of the SEC permit the Borrower, Holdings or any Parent Entity to report at Holdings’ or such Parent Entity’s level on a consolidated basis and either (ii) (A) Holdings or such Parent Entity, as the case may be, is not engaged in any business or activity, and does not own any assets or have other liabilities, other than those incidental to its ownership directly or indirectly of the capital stock of the Borrower and the incurrence of Indebtedness for borrowed money (and, without limitation on the foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries and any direct or indirect parent companies of the Borrower that are not engaged in any other business or activity and do not hold any other assets or have any liabilities except as indicated above) or (B) in connection with any reporting requirements described in paragraphs (a) and (b) of this Section 5.016.04 the Borrower delivers consolidating financial information that explains, an Officerat a level of detail reasonably acceptable to the Administrative Agent, the differences between the information relating to Holdings or such Parent Entity and their Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand, then such consolidated reporting at such Parent Entity’s Certificate demonstrating level in reasonable detail compliance a manner consistent with that described in paragraphs (a) and (b) of this Section 6.08 as 6.04 for the Borrower will satisfy the requirements of the end of the preceding fiscal quartersuch paragraphs; (ei) promptly after upon request by the occurrence thereofAdministrative Agent, written notice of copies of: (i) each Schedule B (Actuarial Information) to the termination of most recent annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan of sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer Plan by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate, concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably request; (j) promptly upon Holdings, Borrower or Subsidiaries becoming aware of any fact or condition which would reasonably be expected to result in an ERISA Affiliate pursuant Event, Borrower shall deliver to Administrative Agent a summary of such facts and circumstances and any action it or Holdings or Subsidiaries intend to take regarding such facts or conditions; and (k) Borrowing Base Certificates, at the times specified in Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);6.14.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement consolidated statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent Holdings and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal year and the consolidated results of their respective operations during such year, such with all consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent Holdings and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP; provided US GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Holdings of Annual Report Reports on Form 10-K for such fiscal year, which is available of Holdings and its consolidated subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Reports include the information specified herein); (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets sheet and related consolidated statements of income operations and cash flows, flows showing the financial condition position of Parent Holdings and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each all certified by a Responsible Financial Officer of Parent Holdings, on behalf of Holdings, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent Holdings and its Subsidiaries consolidated subsidiaries on a consolidated basis in accordance with GAAP, US GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Holdings of Quarterly Report Reports on Form 10-Q for such fiscal quarter, which is available of Holdings and its consolidated subsidiaries shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such Quarterly Reports include the information specified herein); (c) within the time period (x) concurrently with any delivery of financial statements under Section 5.01(a)(a) or (b) above, (A) a certificate of a Responsible Financial Officer of the Borrower Holdings (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.10 and (iii) to the extent such information is not included in the Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q, as applicable, of Holdings delivered in accordance with such clause (a) or (b) above, a reasonably detailed consolidating balance sheet schedule setting forth the balances of the Guarantors, the non-guarantors, any eliminations and Holdings (on a consolidated basis), which consolidating balance sheet schedule will be prepared in accordance with US GAAP (provided that the schedule will not constitute a complete US GAAP presentation as it will not include an income statement, statement of cash flows, or footnotes) and, on an annual basis concurrently with delivery of the certificate referred to above with respect to financial statements under (a) above, Holdings will provide a special report audit opinion with respect to such Consolidating Schedule from Holdings’ external auditor in accordance with American Institute of Certified Public Accountants U.S. Auditing Standards Section 623 and (B) a reasonably detailed break-out of operational performance by business units for the year or quarter then ended and (y) concurrently with any delivery of financial statements under (a) above, if the accounting firm is not restricted from providing such a certificate by the policies of its national office, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations); (d) within promptly after the time period under same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Company or any of the Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; (e) if, as a result of any change in accounting principles and policies from those as in effect on the Original Effective Date, the consolidated financial statements of Holdings and the Subsidiaries delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of Holdings reconciling such changes to what the end of the preceding fiscal quarterfinancial statements would have been without such changes; (ef) promptly within 90 days after the occurrence thereofbeginning of each fiscal year, written notice an operating budget, in form reasonably satisfactory to the Administrative Agent prepared by Holdings for each of the termination four fiscal quarters of such fiscal year prepared in reasonable detail, of Holdings and the Subsidiaries, accompanied by the statement of a Plan Financial Officer of Holdings to the effect that, to the best of his knowledge, the budget is a reasonable estimate for the period covered thereby; (g) upon the reasonable request of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISAAdministrative Agent (which request shall not be made more than once in any 12-month period), deliver updated Perfection Certificates (or, to the extent such termination would constitute an Event request relates to specified information contained in the Perfection Certificates, such information) reflecting all changes since the date of Default under the information most recently received pursuant to this paragraph (g) or Section 7.01(j5.10(e); (h) promptly, a copy of all reports submitted to the Board of Directors (or any committee thereof) of any of Holdings, the Company or any Material Subsidiary in connection with any interim or special audit that is material made by independent accountants of the books of Holdings, the Company or any Subsidiary; (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Company or any of the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent (including on behalf of any Lender) may reasonably request; and (j) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably request. Documents required to be delivered pursuant to this Section 5.04 may be delivered electronically to the Administrative Agent and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on Holdings’ or the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Financial Statements, Reports, etc. The Borrower shall deliver furnish to the Administrative Agent on behalf of the LendersLender: (a) within ninety (90) days after the end of each fiscal yearyear of the Borrower, Parent’s annual consolidated and consolidating financial statements for the Borrower, Subsidiaries and the New Subsidiaries, including the balance sheet sheets and related statement statements of income operations, stockholders' equity and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available consolidated financial statements of the Borrower shall have been audited by independent certified public accountants reasonably satisfactory to the Lender, and shall be prepared in accordance with GAAP, and accompanied by such independent certified public via ▇▇▇▇▇ or any similar successor systemaccountant's unqualified opinion; (b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s unaudited consolidated balance sheets financial statements for the Borrower, Subsidiaries and related statements the New Subsidiaries as of income the end of each such quarter and cash flowsfor the then elapsed portion of the fiscal year; (c) concurrently with (a) and (b) above, showing a certificate of the Borrower's independent certified public accountant or the Borrower's chief financial officer, as applicable, to the effect that the financial statements referred to in clause (a) or (b) above, present fairly the financial position and results of operations of the Borrower, Subsidiaries and the New Subsidiaries, and as having been prepared in accordance with GAAP, in each case subject to normal year-end audit adjustments; (d) promptly upon their becoming available, copies of any material nonperiodic notices to the Borrower or any Subsidiary and other material nonperiodic communications to the Borrower or any Subsidiary from the FCC, any PUC or from any other federal, state or local Governmental Authority which relate to any event or condition which could reasonably be expected to result in a Material Adverse Effect; (e) promptly upon any officer or management employee of Parent the Borrower obtaining knowledge of any condition or event which constitutes an Event of Default or a Default, a certificate signed by an authorized officer of the Borrower specifying in reasonable detail the nature and period of existence thereof and what corrective action the Borrower has taken or proposes to take with respect thereto; (f) within ninety (90) days after the end of each fiscal year of the Borrower, a certificate signed by an authorized officer of the Borrower, stating that there does not exist any condition or event which either constitutes an Event of Default or a Default; (g) upon written request, evidence of insurance complying with Section 5.04; (h) within sixty (60) days after the beginning of each fiscal year of the Borrower, an operating budget for the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemyear; (ci) within the time period under Section 5.01(a)five (5) days after receipt or transmittal thereof, a certificate of a Responsible Officer of any notices received by the Borrower certifying that, pursuant to any Indenture and any notices transmitted by the Borrower pursuant to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretoIndenture; (d) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (ej) promptly after the occurrence creation thereof, written notice information regarding the identify of each New Subsidiary and each Joint Venture formed after the Funding Date; and (k) promptly from time to time such other information regarding the operations, business affairs and condition (financial or otherwise) of the termination of a Plan of Borrower, its Subsidiaries, the Borrower New Subsidiaries, the Excluded Subsidiaries or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);Telecommunications Businesses as Lender may reasonably request in writing.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to ---------------------------------- the Administrative Agent on behalf and each of the Lenders: (a) within ninety (90) 90 days after the end of each fiscal yearFiscal Year, Parent’s consolidated (i) a comparative Consolidated balance sheet and related comparative Consolidated income statement of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal year Fiscal Year and the results of their respective operations during such year, such consolidated and (ii) a comparative Consolidated statement of shareholders' equity (with respect only to a Fiscal Year in which there is a change in shareholders' equity resulting from any reason other than earnings) and a comparative Con- solidated statement of cash flow for the year then ended, all the foregoing financial statements of Parent to be audited for Parent by independent public accountants of nationally recognized national standing acceptable to the Agent and the Lenders (which report shall not contain any qualification except with respect to new accounting principles mandated by the Financial Accounting Standards Board), and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) in form and substance acceptable to the effect that such consolidated financial Agent; and comparative consolidating balance sheets and consolidating income statements fairly present in all material respects showing the financial condition of the Borrower and its subsidiaries as of the close of such Fiscal Year and the results of operations their opera- tions during such year prepared by management of Parent the Borrower and its Subsidiaries reported on a consolidated basis in accordance with GAAP; provided that by the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available independent public accountants referred to the public via ▇▇▇▇▇ or any similar successor systemabove; (b) within forty-five (45) 45 days after the end of each of the first three (3) fiscal quarters of each fiscal yearthe Borrower, Parent’s consolidated an unaudited condensed Consolidated balance sheets sheet and related statements of an unaudited condensed Consolidated income and cash flows, statement showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on subsidiaries as of the end of each such quarter, an unaudited condensed Consolidated statement of shareholders' equity (such statement of shareholders' equity shall only be required to be submitted to the Agent and each of the Lenders to the extent there is a consolidated basis change in shareholders' equity from the prior fiscal quarter end arising as a result of any reason other than the addition of the earnings or substraction of the losses of the Borrower and its subsidiaries) and an unaudited condensed Consolidated statement of cash flow for such fiscal quarter, in each case prepared by management of the Borrower under the supervision and direction of the chief financial officer of the Borrower and accompanied by a letter stating that such financial statements were prepared under the supervision and direction of the chief financial officer of the Borrower and confirming that such financial statements present fairly the financial condition and the results of operations of the Borrower and its subsidiaries in accordance with GAAPgenerally accepted accounting principles, consistently applied, except that they do not include all of the information and footnote disclosure required by generally accepted accounting principles for complete financial statements, in each case subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemadjustments; (c) within promptly after the time period same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Borrower or any subsidiaries with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934; (d) concurrently with any delivery under Section 5.01(a)(a) or (b) above, a certificate of a Responsible Officer the chief financial officer (in the form of the Borrower certifying that, certificate attached hereto as Exhibit I or another form acceptable ---------- to the Agent) certifying that to the best of his or her knowledge of such Responsible Officer, no Default or Event of Default has occurred (including calculations demonstrating compliance, as of the dates of the financial statements being furnished at such time, with the covenants set forth in Sections 7.06, 7.07, 7.08, 7.09, 7.10, 7.11, 7.12 and is continuing7.13 hereof and, or, if, to the knowledge of if such Responsible Officer, such an a Default or Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (de) as soon as available and in any event within 15 days after receipt by the time period Borrower or any subsidiary thereof, each management letter prepared by the independent public accountants who reported on the financial statements delivered under (a) above; (f) within 30 days of the end of each month, an aging schedule of the Receivables of each Credit Party in the form of Exhibit E --------- hereto, and a schedule of Inventory of each Credit Party in the form of Exhibit F hereto; --------- (g) no later than December 31 of each calendar year, financial projections (including, without limitation, with respect to capital expenditures) for the Borrower and its subsidiaries for the then current Fiscal Year (including quarterly Consolidated balance sheets, statements of income and of cash flow), in form, substance and detail (including, without limitation, principal assumptions) satisfactory to the Agent, prepared by management of the Borrower under the supervision and direction of the chief financial officer of the Borrower and accompanied by a letter from the chief financial officer of the Borrower stating that such projections were prepared under the supervision and direction of the chief financial officer of the Borrower; (h) as soon as practicable, copies of all reports, forms, filings, loan documents and financial information submitted to its shareholders generally and/or the Securities and Exchange Commission; (i) within 30 days after the end of each month, a certificate, in form, substance and detail satisfactory to the Agent, of the chief financial officer of each Credit Party demonstrating compliance as at the end of such month with the Borrowing Base; (j) within ten (10) days after a request made by the Agent or any Lender to receive (a) a copy of any franchise agreement to which the Borrower or any of its subsidiaries is a party, a true and complete executed copy of such franchise agreement and (b) a schedule of this Section 5.01all franchise agreements to which the Borrower or any of its subsidiaries is a party, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as a true and complete listing of all franchise agreements to which the end Borrower or any of the preceding fiscal quarterits subsidiaries is a party; (ek) promptly after the occurrence immediately upon becoming aware thereof, written notice of (i) with respect to material agreements to which any Credit Party is a party that are not franchise agreements, the material breach by any party of any such agreement and (ii) with respect to franchise agreements to which any Credit Party is a party, the termination of any such agreement should the sales pursuant to such franchise agreement be equal to or greater than 5% of consolidated sales of the Borrower and its subsidiaries over the immediately prior twelve (12) months, on a Plan rolling twelve (12) month basis; and (l) as soon as practicable, such other information and documents regarding the operations and affairs of the Borrower or an ERISA Affiliate pursuant to Section 4042 any of ERISA, to its subsidiaries as the extent such termination would constitute an Event of Default under Section 7.01(j);Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. The Each Borrower shall deliver furnish to Agent the Administrative following, each in such form and such detail as Agent on behalf of or the LendersRequired Lenders shall reasonably request: (ai) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet As soon as available and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within no event later than forty-five (45) days after the end of each of the first three fiscal quarters last day of each fiscal yearquarter of FIL, Parent’s consolidated balance sheets and related statements a copy of income and cash flows, showing the financial condition Financial Statements of Parent FIL and its Subsidiaries (prepared on a consolidated basis as of the close of basis) for such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of for the fiscal yearyear to date, each certified by a Responsible Officer the chief financial officer, treasurer or controller of Parent as FIL to present fairly presenting in all material respects the financial condition and condition, results of operations of Parent and its Subsidiaries on a consolidated basis other information reflected therein and to have been prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemadjustments); (cii) within As soon as available and in no event later than ninety (90) days after the time period under Section 5.01(aclose of each fiscal year of FIL, (A) copies of the audited Financial Statements of FIL and its Subsidiaries (prepared on a consolidated and consolidating basis) for such year, audited by independent certified public accountants of recognized national standing reasonably acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to Agent) and (C) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the chief financial officer, treasurer or controller of each Borrower (a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, "Compliance Certificate") which (A) states that no Event of Default has occurred and is continuing, or, if, to the knowledge of if any such Responsible Officer, such an Event of Default has occurred and is continuing, specifying a statement as to the nature and extent thereof and what action Borrowers propose to take with respect thereto; and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Paragraph 5.03 for FIL; (iv) As soon as possible and in no event later than five (5) Business Days after any corrective officer of such Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against any Borrower or any of its Subsidiaries involving potential monetary damages payable by any Borrower or its Subsidiaries of $10,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably and substantially likely to have a Material Adverse Effect; or (D) any Default; the statement of the chief financial officer, treasurer or controller of such Borrower setting forth details of such event, condition or Default and the action taken or proposed which such Borrower proposes to be taken take with respect thereto; (dv) within As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by any of the time period under Borrowers or any of their Subsidiaries with the United States Securities and Exchange Commission (a) including, without limitation, all 10-Q, 10-K and 8-K reports); and (bB) of this Section 5.01all reports, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as proxy statements and financial statements sent or made available by any of the end Borrowers or any of the preceding fiscal quartertheir Subsidiaries to its security holders; (evi) promptly As soon as possible and in no event later than (A) forty-five (45) days after the occurrence thereoflast day of each fiscal quarter (or ninety (90) days in the case of the last fiscal quarter of each fiscal year), written notice of any new Subsidiary acquired or established directly or indirectly by FIL during such quarter, any new Equity Securities of any existing Subsidiary acquired directly or indirectly by FIL during such quarter or any other change in the termination information set forth in Schedule 4.01(o) during such quarter; and (B) ten (10) days after the date that any entity becomes a Material Subsidiary, written notice setting forth each Subsidiary of FIL that has become a Plan Material Subsidiary and indicating for each such new Material Subsidiary whether such Material Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary; (vii) As soon as available and in no event later than five (5) Business Days after any Borrower changes its legal name or the address of its chief executive office, written notice setting forth such Borrower's new legal name and/or new address; and (viii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of such Borrower or their Subsidiaries, and compliance by such Borrower with the terms of this Agreement and the other Credit Documents as Agent may from time to time reasonably request. In lieu of furnishing to Agent hard copies of the Borrower quarterly Financial Statements described in clause (i) above and the annual Financial Statements and auditor's report described in clauses (ii)(A) and (ii)(B) above and the other documents referred to in clause (v) above, FIL may make such documents available to Lenders at its website located at www.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇ through the United States Securities and Exchange Commission's EDGA▇ ▇▇▇tem ("EDGA▇") ▇r by transmitting such documents electronically to Lenders. The Agent shall provide to any Lender hard copies of such documents upon request if such Lender does not have access to FIL's website or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);EDGA▇.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the Lendersand each Lender: (a) within ninety (90) 120 days after the end of each fiscal yearyear (commencing with fiscal year 2014), Parent’s (i) a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified 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 fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Borrower of annual reports on Form 10-K for such fiscal year, which is available of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein) and (ii) supporting schedules reconciling such consolidated balance sheet and related statements of operations, cash flows and owners’ equity with the Combined financial position and results of operations of the Borrower for the relevant period; (b) within forty-five (45) 60 days after the end of the fiscal quarter ending September 30, 2014 and within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear thereafter, Parent’s (i) a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAPGAAP (subject to normal year- end audit adjustments and the absence of footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein) and (ii) supporting schedules reconciling such consolidated balance sheet and related statements of operations, cash flows and owners’ equity with the Combined financial position and results of operations of the Borrower for the relevant period; (c) within 45 days after the end of each month of the fiscal year ending December 31, 2014 (commencing with the first full month ending following the Closing Date) and within 30 days after the end of each month thereafter, a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of such month and the consolidated results of its operations during such month and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for such month from the Budget and the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system); (i) concurrently with any delivery of financial statements under paragraphs (a), (b) or (c) within the time period under Section 5.01(a)above, a certificate of a Responsible Financial Officer of the Borrower in substantially the form attached hereto as Exhibit I certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; , (dii) within the time period concurrently with any delivery of financial statements under paragraphs (a) and or (b) of this Section 5.01), an Officer’s Certificate demonstrating in reasonable detail compliance commencing with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereofquarter ending June 30, written notice of the termination 2014, a certificate of a Plan Financial Officer of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, in substantially the form attached hereto as Exhibit I setting forth computations in detail reasonably satisfactory to the extent such termination would constitute an Event of Default under Section 7.01(j);Required Lenders demonstrating compliance with the Financial Performance Covenants,

Financial Statements, Reports, etc. The Borrower shall deliver Deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parentthe Borrower’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent the Borrower to be audited for Parent the Borrower by Ernst & Young LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without a “going concern” or like qualification or exception and without any more qualification or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within twelve (12) months of the Term Loan Facility under this Agreement or (y) a potential inability to satisfy any financial covenant) and to be certified by a Responsible Officer of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with #1038422810384414v3315 GAAP; provided that . Documents required to be delivered pursuant to this clause (a) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Annual Report on Form 10-K for such fiscal yearK, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (b) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, Parentthe Borrower’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that . Documents required to be delivered pursuant to this clause (b) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Quarterly Report on Form 10-Q for such fiscal quarterQ, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) and (b) above, a certificate of a Responsible Officer of the Borrower (in substantially the form of Exhibit A) (i) certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuingoccurred, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Sections 6.03 and 6.04; (d) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, prompt written notice of the termination of a Plan of the Borrower any Termination Event that has occurred, or an ERISA Affiliate pursuant is reasonably expected to Section 4042 of ERISAoccur, to the extent such termination Termination Event would constitute an Event of Default under Section 7.01(j7.01(l); (e) promptly after a Responsible Officer of the Borrower obtains knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect, notification thereof; (i) on the date on which any Investment Property that is not listed on a national securities exchange is initially included as Additional Pool Assets, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of the month most recently ended, together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request, and (ii) at any time thereafter that any Investment Property that is not listed on a national securities exchange shall be included as Additional Pool Assets, concurrently with any delivery of financial statements under clause (a) or (b) above in respect of each fiscal quarter of the Borrower, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of such fiscal quarter, together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request; and #1038422810384414v3315 (g) if an Event of Default has occurred and is continuing, any subsequent Appraisal Report reasonably requested by the Administrative Agent or the Required Lenders, in each case as soon as reasonably practicable after receipt by the Borrower of such request. Subject to the next succeeding sentence, information delivered pursuant to this ‎Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information delivered pursuant to this Section 5.01 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ (to the extent such information has been posted or is available as described in such notice). Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the LendersAgent, who shall furnish to each Lender: (a) within ninety (90) 90 days after the end of each fiscal yearFiscal Year (or such longer period as may be permitted by the SEC if the Borrower were then subject to the SEC reporting requirements as a non-accelerated flier), Parent’s (i) a consolidated balance sheet and related statement statements of income and comprehensive income, changes in shareholders’ equity and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal Fiscal Year and their consolidated financial performance and cash flows for such year and setting forth in comparative form the results of their respective operations during corresponding figures for the prior Fiscal Year and (ii) a Narrative Report for such yearFiscal Year, such which consolidated financial balance sheet and related statements of Parent to income and comprehensive income, changes in shareholders’ equity and cash flows shall be audited for Parent by independent public chartered professional accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to the scope of the audit or as to the status of the Borrower or any of its subsidiaries as a “going concern” or include any explanatory paragraph expressing substantial doubt as to going concern status (other than any such auditparagraph relating solely to (x) the impending maturity of the Term Loans, the First Lien Notes, the ABL Facility or the Convertible Notes or (y) any potential or actual inability to satisfy any financial maintenance covenant under the ABL Facility)) to the effect that such consolidated financial statements fairly present fairly, in all material respects respects, the financial condition position and results financial performance and cash flows of operations of Parent the Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if or furnishing by the Borrower or any Parent shall have filed with the SEC its Holding Company of an Annual Report on Form 10-K for such fiscal year, which is available to shall satisfy the public via ▇▇▇▇▇ or any similar successor systemrequirements of this Section 5.4(a)); (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal yearFiscal Year (or such longer period as may be permitted by the SEC if the Borrower were then subject to the SEC reporting requirements as a non-accelerated flier), Parent’s (i) a consolidated balance sheets sheet and related statements of income comprehensive income, changes in shareholders’ equity and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal quarter Fiscal Quarter and the results of their operations during consolidated financial performance and cash flows for such fiscal quarter Fiscal Quarter and the then-elapsed portion of the fiscal yearFiscal Year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior Fiscal Year and (ii) a Narrative Report for such Fiscal Quarter, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of income and comprehensive income, changes in shareholders’ equity and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition performance and results cash flows of operations of Parent the Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if or furnishing by the Borrower or any Parent shall have filed with the SEC its Holding Company of a Quarterly Report on Form 10-Q for such fiscal quarter, which is available to shall satisfy the public via ▇▇▇▇▇ or any similar successor systemrequirements of this Section 5.4(b)); (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under paragraph (a) and or (b) of this Section 5.015.4, an Officer’s a Compliance Certificate demonstrating of a Financial Officer of the Borrower (i) certifying that no Event of Default or Default has occurred that is then continuing, except as set forth therein, (ii) [reserved], (iii) setting forth the calculation of the Total Leverage Ratio (calculated on a Pro Forma Basis) for the twelve-month period ending at the end of such fiscal period and (iv) [reserved]. (d) within 90 days after the beginning of each Fiscal Year, a consolidated annual budget for such Fiscal Year, including a description of underlying assumptions with respect thereto, which budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that such budget is based on assumptions believed by such Financial Officer to be reasonable detail as of the date of delivery thereof; (e) promptly, from time to time, such other customary information (which is readily available) regarding the operations, business affairs and financial condition of the Credit Parties and their Restricted Subsidiaries and their compliance with Section 6.08 the terms of any Credit Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender) (it being understood that the Borrower shall not be required to deliver customary borrowing base certificates delivered under the ABL Facility Documents pursuant to this clause (e)); (f) promptly, from time to time, such other customary information (which is readily available) regarding the operations, business affairs and financial condition of the Credit Parties and their Restricted Subsidiaries and their compliance with the terms of any Credit Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (g) promptly upon becoming aware of the occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Borrower, any of its subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened in writing by the Internal Revenue Service, the Department of Labor or the PBGC; and (h) within 5 Business Days of any month end, the Borrower shall furnish to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth the calculation of Liquidity (calculated on a Pro Forma Basis) as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);applicable month.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the LendersAgent, who will make it available to each Lender: (a) within ninety (90) 90 days after the end of each fiscal yearyear of the Parent, Parent’s its audited consolidated balance sheet and related statement statements of income income, changes in members’ or stockholders’ equity, as applicable, and cash flows, flows showing the financial condition of the Parent and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective its operations and the operations of such Subsidiaries during such year, such consolidated financial statements together with comparative figures for the immediately preceding fiscal year, together with an Audit Report of Parent to be audited for Parent by Deloitte & Touche, LLP, or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified 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 fairly present in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Parent, Parent’s its consolidated balance sheets sheet and related statements of income and cash flows, flows showing the financial condition of the Parent and its consolidated Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their its operations and the operations of such Subsidiaries during such fiscal quarter and the then-then elapsed portion of the fiscal year, each and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a Responsible Financial Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period [intentionally omitted]; (d) concurrently with any delivery of financial statements under Section 5.01(a)clause (a) or (b) of this Section, a certificate of a Responsible Financial Officer of the Borrower Parent opining on or certifying that, to the knowledge of such Responsible Officer, statements certifying that no Default or Event of Default has occurred and is continuing, or, if, to the knowledge of if such Responsible Officer, such a Default or an Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (de) within 15 days following the time period under (a) and (b) filing of this Section 5.01a 10-K with the SEC by the Parent, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 annual consolidated budget for the succeeding 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 succeeding fiscal year and each quarter thereof and setting forth the preceding fiscal quarterassumptions used for purposes of preparing such budget) as reviewed by the Parent’s board of directors and, promptly when available, any significant revisions of such budget; (ef) promptly after the occurrence thereofsame become publicly available, written notice copies of all periodic and other reports, proxy statements and other materials filed by the Parent or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the termination functions of a Plan said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (g) promptly after the written request by the Administrative Agent, all documentation and other information that the Administrative Agent reasonably requests in order to comply with ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (h) promptly upon written request from the Administrative Agent, from time to time, such other information regarding any of the Borrower operations, business affairs and financial condition of the Parent or an ERISA Affiliate any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including a summary of unregulated cash flow items of the Parent substantially in the form agreed to between the Parent and the Administrative Agent as of the Effective Date. Information required to be delivered pursuant to Sections 5.04(a), 5.04(b) and 5.04(f) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic 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 SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; provided that, for the avoidance of doubt, the Borrowers shall be required to provide copies of the compliance certificates required by clause (d) of this Section 4042 of ERISA, 5.04 to the extent 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 Borrowers shall deliver, promptly after such termination would constitute an Event restated financial statements become available, revised compliance certificates required by clause (d) of Default under this Section 7.01(j);5.04 with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of the Parent.

Financial Statements, Reports, etc. The Borrower shall deliver furnish to Agent (with a copy for each Lender to be forwarded by Agent) the Administrative following, each in such form and such detail as Agent on behalf of the Lendersshall reasonably request: (ai) within ninety Within fifty (9050) days after the end last day of each fiscal yearquarter of Borrower, Parent’s (A) a copy of the Financial Statements of Borrower for such quarter and for the fiscal year to date (including consolidated balance sheet Financial Statements for Borrower and related statement its Subsidiaries), certified by the president or chief financial officer of income and cash flows, showing Borrower to present fairly the financial condition condition, results of Parent operations and its Subsidiaries on a consolidated basis as of other information reflected therein and to have been prepared in accordance with GAAP (subject to year-end audit adjustments) and (B) the Form 10-Q Report filed by Borrower with the Securities and Exchange Commission for such quarter; (ii) Within ninety-five (95) days after the close of such each fiscal year of Borrower, (A) copies of the audited Financial Statements of Borrower for such year (including consolidated Financial Statements for Borrower and the results of their respective operations during such yearits Subsidiaries), such consolidated financial statements of Parent to be audited for Parent prepared by independent certified public accountants acceptable to Lender, (B) copies of recognized national standing the unqualified opinions (or qualified opinions reasonably acceptable to the Lenders) and management letters delivered by such accountants in connection with all such Financial Statements, (C) certificates of all such accountants to be accompanied by an Lender stating that in making the examination necessary for their opinion they have obtained no knowledge of any Event of Default or Default which has occurred and is continuing, or if, in the opinion of such accountants (which opinion shall be unqualified accountants, an Event of Default or Default has occurred and is continuing, a statement as to scope the nature thereof (or other certificates of such auditaccountants reasonably acceptable to Required Lenders) to and (D) the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K Report filed by Borrower with the Securities and Exchange Commission for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (biii) within forty-five (45) days after Contemporaneously with the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets quarterly and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that financial statements required by the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; clauses (ci) within the time period under Section 5.01(aand (ii), a certificate of a Responsible Officer the president or chief financial officer of Borrower in such detail as Agent may reasonably request which sets forth the calculations conducted to verify that Borrower is in compliance with each of the Borrower certifying that, to the knowledge of such Responsible Officer, financial covenants set forth in Paragraph 5.02(m) and stating that no Event of Default and no Default has occurred and is continuing, or, if, to the knowledge of if any such Responsible Officer, such an Event of Default or Default has occurred and is continuing, specifying a statement as to the nature and extent thereof and any corrective what action taken or proposed Borrower proposes to be taken take with respect thereto; (div) within the time period under As soon as available and in no event later than twenty (a20) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly days after the occurrence thereof, written notice last day of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISAeach fiscal month, to the extent such termination would constitute an Event Agent (A) agings of Default under Section 7.01(j);Borrower's and its

Financial Statements, Reports, etc. The Borrower Co-Borrowers shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇E▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇E▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, (A) a certificate of a Responsible Officer of the Borrower Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (B) a consolidated budget for Parent and its Subsidiaries for the then current fiscal year; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals); (e) promptly Within 15 days after a Responsible Officer of a Co-Borrower obtains knowledge that there has been one or more Dispositions of Collateral (excluding those described in clause (b), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by the Co-Borrowers to the Administrative Agent having an Appraised Value in the aggregate in excess of 10% of the aggregate Appraised Value of all Collateral, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a); (f) Promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate Co-Borrowers pursuant to Section 4042 of ERISA; (g) Promptly after a Responsible Officer obtains knowledge thereof, notice of the failure of any material assumption contained in any Appraisal to be correct, except if such failure would not reasonably be expected to materially adversely affect the extent such termination would constitute Appraised Value of the applicable type of Collateral; (h) So long as any Commitment, Loan or Letter of Credit is outstanding, promptly after the Chief Financial Officer or the Treasurer of the Parent becoming aware of the occurrence of a Default or an Event of Default under Section 7.01(j);that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent and its Subsidiaries are taking or propose to take with respect thereto; and (i) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of either Co-Borrower or any Guarantor,

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 90 days after the end of each fiscal yearyear of the Borrower, Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners’ equity showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to operations, cash flows and owners’ equity shall be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such audit) , or as to the status of the Borrower or any Material Subsidiary as a “going concern” to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (other than any qualification or exception that is expressed solely with respect to, or resulting solely from, (i) an upcoming maturity date under any Indebtedness or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed filing by the Borrower of annual reports on Form 10 K of the Borrower and its consolidated Subsidiaries with the SEC its Annual Report on Form 10-K for such fiscal year, which is available shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such annual reports include the information specified herein); (b) within forty-five (45) 45 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal yearyear of the Borrower, Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with filing by the SEC its Quarterly Report Borrower of quarterly reports on Form 10-Q for such fiscal quarter, which is available of the Borrower and its consolidated Subsidiaries with the SEC shall satisfy the requirements of this Section 5.04(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)paragraphs (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Performance Covenant, (iii) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then ended, (iv) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term “Immaterial Subsidiary” and (v) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of the Subsidiaries with the SEC, or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower; (e) within 90 days after the beginning of each fiscal year of the Borrower, a reasonably detailed consolidated annual budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that, the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery thereof; (f) upon the reasonable request of the Administrative Agent, an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (f) or Section 5.09(f); (g) promptly, from time period under to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender); (h) in the event that (i)(a) in respect of the Senior Unsecured Notes or the Senior SubordinatedExchangeable Notes, and any Permitted Refinancing Indebtedness with respect thereto, the rules and regulations of the SEC or (b) the indentures governing any secured or unsecured notes of the Borrower, permit the Borrower, Holdings or any Parent Entity to report at Holdings’ or such Parent Entity’s level on a consolidated basis and (ii) Holdings or such Parent Entity, as the case may be, is not engaged in any business or activity, and does not own any material assets or have other material liabilities, other than cash and cash equivalents and those incidental to its ownership directly or indirectly of the Equity Interests of the Borrower and the incurrence of Indebtedness for borrowed money (and, without limitation on the foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries and any direct or indirect parent companies of the Borrower that are not engaged in any other business or activity and do not hold any other assets or have any liabilities except as indicated above) such consolidated reporting at such Parent Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail 5.04 for the Borrower (together with a reconciliation showing the adjustments necessary to determine compliance by the Borrower and its Subsidiaries with Section 6.08 as the Financial Performance Covenant) shall satisfy the requirements of such paragraphs; and (i) upon the request of the end Administrative Agent, copies of the preceding fiscal quarter; (eany documents described in Sections 101(k) promptly after the occurrence thereof, written notice or 101(l) of the termination of a Plan of ERISA that the Borrower or an any ERISA Affiliate pursuant or Subsidiary may request with respect to Section 4042 any Multiemployer Plan; provided, that if the Borrower or any of ERISAits 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 extent such termination would constitute an Event of Default under Section 7.01(j);Administrative Agent promptly after receipt thereof.

Financial Statements, Reports, etc. The Each Borrower shall deliver furnish to Agent the Administrative following, each in such form and such detail as Agent on behalf of or the LendersRequired Lenders shall reasonably request: (ai) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet As soon as available and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within no event later than forty-five (45) days after the end of each of the first three fiscal quarters last day of each fiscal yearquarter of FIL, Parent’s consolidated balance sheets and related statements a copy of income and cash flows, showing the financial condition Financial Statements of Parent FIL and its Subsidiaries (prepared on a consolidated basis as of the close of basis) for such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of for the fiscal yearyear to date, each certified by a Responsible Officer the chief financial officer, treasurer or controller of Parent as FIL to present fairly presenting in all material respects the financial condition and condition, results of operations of Parent and its Subsidiaries on a consolidated basis other information reflected therein and to have been prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor systemadjustments); (cii) within As soon as available and in no event later than ninety (90) days after the time period under Section 5.01(aclose of each fiscal year of FIL, (A) copies of the audited Financial Statements of FIL and its Subsidiaries (prepared on a consolidated and consolidating basis) for such year, audited by independent certified public accountants of recognized national standing reasonably acceptable to Agent, (B) copies of the unqualified opinions (or qualified opinions reasonably acceptable to Agent) and (C) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a compliance certificate of the chief financial officer, treasurer or controller of FIL and each Borrower (a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, "Compliance Certificate") which (A) states that no Event of Default has occurred and is continuing, or, if, to the knowledge of if any such Responsible Officer, such an Event of Default has occurred and is continuing, specifying a statement as to the nature and extent thereof and what action Borrowers propose to take with respect thereto; and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in the FIL Credit Agreement; (iv) As soon as possible and in no event later than five (5) Business Days after any corrective officer of such Borrower knows of the occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or threatened litigation, suits, claims or disputes against either Borrower or any of its Subsidiaries involving potential monetary damages payable by either Borrower or its Subsidiaries of $10,000,000 or more (alone or in the aggregate); (C) any other event or condition which is reasonably and substantially likely to have a Material Adverse Effect; or (D) any Default; the statement of the chief financial officer, treasurer or controller of such Borrower setting forth details of such event, condition or Default and the action taken or proposed which such Borrower proposes to be taken take with respect thereto; (dv) within As soon as available and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by either Borrower or any of their Affiliates with the time period under United States Securities and Exchange Commission (a) including, without limitation, all 10-Q, 10-K and 8-K reports); and (bB) all reports, proxy statements and financial statements sent or made available by either Borrower or any of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quartertheir Affiliates to its security holders; (evi) promptly As soon as possible and in no event later than (A) forty-five (45) days after the occurrence thereoflast day of each fiscal quarter (or ninety (90) days in the case of the last fiscal quarter of each fiscal year), written notice of any new Subsidiary acquired or established directly or indirectly by FIL during such quarter, any new Equity Securities of any existing Subsidiary acquired directly or indirectly by FIL during such quarter or any other change in the termination information set forth in Schedule 4.01(o) during such quarter; and (B) ten (10) days after the date that any entity becomes a Material Subsidiary, written notice setting forth each Subsidiary of FIL that has become a Plan Material Subsidiary and indicating for each such new Material Subsidiary whether such Material Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary; (vii) As soon as available and in no event later than five (5) Business Days after either Borrower changes its legal name or the address of its chief executive office, written notice setting forth such Borrower's new legal name and/or new address; and (viii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of FIL, such Borrower or an ERISA Affiliate pursuant their Subsidiaries, and compliance by such Borrower with the terms of this Agreement and the other Credit Documents as Agent may from time to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);time reasonably request.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of the Lenders:Agent, who shall furnish to each Lender (including each Public Lender): (a) (i) within ninety (90) days [REDACTED – Time Period] after the end of each fiscal yearFiscal Year, Parent’s (i) a consolidated balance sheet and related statement statements of income and comprehensive income, changes in equity and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal Fiscal Year and their consolidated financial performance and cash flows for such year and setting forth in comparative form the results of their respective operations during corresponding figures for the prior Fiscal Year and (ii) a Narrative Report for such yearFiscal Year, such which consolidated financial balance sheet and related statements of Parent to income and comprehensive income, changes in equity and cash flows shall be audited for Parent by independent public chartered professional accountants of recognized national standing in Canada (or equivalent) and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified qualified as to scope of such auditaudit or as to the status of the Borrower or any Material Subsidiary as a going concern (other than, in the case of going concern, an explanatory note with respect to an upcoming maturity of any series of indebtedness, Loans or Commitments) to the effect that such consolidated financial statements fairly present fairly, in all material respects respects, the financial condition position and results financial performance and cash flows of operations of Parent the Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP; provided IFRS (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of an Annual Report on Form 10-K K, or the equivalent filed with the Canadian Securities Administrators and the Canadian Securities Administrators System for such fiscal year, which is available Electronic Document Analysis and Retrieval (“SEDAR”) website shall satisfy the requirements of this Section 5.4(a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Report includes the information specified herein); (b) within forty-five (45) days [REDACTED – Time Period] after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal yearFiscal Year, Parent’s commencing with the Fiscal Quarter ending March 31, 2016, (i) a consolidated balance sheets sheet and related statements of income and comprehensive income, changes in equity and cash flows, flows showing the financial condition position of Parent the Borrower and its Subsidiaries on a consolidated basis subsidiaries as of the close of such fiscal quarter Fiscal Quarter and the results of their operations during consolidated financial performance and cash flows for such fiscal quarter Fiscal Quarter and the then-elapsed portion of the fiscal yearFiscal Year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior Fiscal Year and (ii) a Narrative Report for such Fiscal Quarter, each all of which shall be in reasonable detail and which consolidated balance sheet and related statements of income and comprehensive income, changes in equity and cash flows shall be certified by a Responsible Financial Officer of Parent the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects respects, the financial condition performance and results cash flows of operations of Parent the Borrower and its Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP, IFRS (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of a Quarterly Report on Form 10-Q for such fiscal quarter, which is available or the equivalent filed with the SEDAR website shall satisfy the requirements of this Section 5.4(b) to the public via ▇▇▇▇▇ or any similar successor systemextent such quarterly reports include the information specified herein); (c) within [REDACTED – Time Period] of any delivery of financial statements under paragraph (a) or (b) of this Section 5.4, a Compliance Certificate of a Financial Officer of the time Borrower (i) certifying that no Event of Default or Default has occurred that is then continuing, except as set forth therein, (ii) setting forth the calculation of the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) for the twelve-month period ending at the end of such fiscal period and (iii) in connection with the financial statements delivered under Section 5.01(a5.4(a), a certificate setting forth the calculation of a Responsible Officer of Excess Cash Flow for the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretoapplicable Excess Cash Flow Period; (d) within [REDACTED – Time Period] after the time period under (a) and (b) beginning of this Section 5.01each Fiscal Year, an Officer’s Certificate demonstrating a consolidated annual budget for such Fiscal Year, including a description of underlying assumptions with respect thereto, which budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that such budget is based on assumptions believed by such Financial Officer to be reasonable detail compliance with Section 6.08 as of the end date of the preceding fiscal quarterdelivery thereof; (e) promptly, from time to time, such other customary information (which is readily available) regarding the operations, business affairs and financial condition of the Credit Parties and their Restricted Subsidiaries and their compliance with the terms of any Credit Document, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender); and (f) promptly after upon becoming aware of the occurrence of any ERISA Event, a written notice specifying the nature thereof, written notice what action Borrower, any of its subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened in writing by the termination Internal Revenue Service, the Department of a Plan of Labor, the Borrower PBGC or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(j);applicable pension regulator in Canada with respect thereto.

Financial Statements, Reports, etc. The Borrower shall Furnish as provided below and deliver to the Administrative Agent on behalf of the LendersTrustee: (a) within ninety (90) 105 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement statements of income comprehensive income, cash flows and cash flows, stockholders’ equity showing the financial condition position of Parent the Issuer and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such which consolidated financial balance sheet and related statements of Parent to comprehensive income, cash flows and stockholders’ equity shall be accompanied by customary management’s discussion and analysis and audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Issuer and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Annual Report Issuer of annual reports on Form 10-K for of the Issuer and its consolidated Subsidiaries shall satisfy the requirements of this Section 7.04(a) to the extent such fiscal yearannual reports include the information specified herein), which is available information will be posted to the public via ▇▇▇▇▇ or any similar successor systemPublic Side Portal; (b) within forty-five (45) 60 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets sheet and related statements of income comprehensive income, cash flows and cash flows, stockholders’ equity showing the financial condition position of Parent the Issuer and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all of which shall be in reasonable detail, which consolidated balance sheet and related statements of operations, cash flows and stockholders’ equity shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of comprehensive income, cash flows and stockholders’ equity shall be certified by a Responsible Financial Officer of Parent the Issuer on behalf of the Issuer as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Issuer and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Quarterly Report Issuer of quarterly reports on Form 10-Q for of the Issuer and its consolidated Subsidiaries shall satisfy the requirements of this Section 7.04(b) to the extent such fiscal quarterquarterly reports include the information specified herein), which is available information will be posted to the public via ▇▇▇▇▇ or any similar successor systemPublic Side Portal; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)clause (a) or (b) above, a certificate of a Responsible Financial Officer of the Borrower Issuer (i) certifying that, to the knowledge of such Responsible Officer, that no Event of Default or Default has occurred and is continuing, since the date of the last certificate delivered pursuant to this Section 7.04(c) or, if, to the knowledge of such Responsible Officer, if such an Event of Default or Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (ii) certifying the Annualized EBITDA as of the last day of the most recently ended fiscal quarter and the resulting Applicable Margin (which Applicable Margin shall be effective from the date set forth in the definition of “Pricing Grid”), which certificate will be furnished to the Private Side Contacts concurrently with any delivery of such financial statements; (d) within not less than 10 or more than 30 days prior to March 1, 2023, the time period under Issuer shall provide written notice to the Trustee as to whether or not it reasonably expects the Maturity Date will be March 1, 2023, and on March 1, 2023 will provide written notice to the Trustee specifying the Maturity Date (a) unless the Notes and (b) all Obligations are paid on such date), which written notice will be furnished to the Private Side Contacts concurrent with the provision of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of such notice to the end of the preceding fiscal quarter;Trustee. (e) promptly after the occurrence thereofsame become publicly available, written notice copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Required Noteholder Parties, other materials filed by Holdings, the Issuer or any of the termination Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (e) shall be deemed delivered for purposes of a Plan this Indenture when posted to the Public Side Portal; (f) to the extent not satisfied by another section of this Section 7.04, the Issuer shall furnish to Noteholders and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act, which information will be posted to the Public Side Portal; (g) upon the written request of the Borrower or Required Noteholder Parties to the Issuer, not more frequently than once a year, an ERISA Affiliate pursuant to Section 4042 of ERISAupdated Perfection Certificate (or, to the extent such termination would constitute an Event request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of Default under the information most recently received pursuant to this clause (g) or Section 7.01(j7.10(f) with a copy to the Trustee and the Collateral Agent, which Perfection Certificate will be furnished to the Private Side Contacts; (h) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Issuer or any of the Subsidiaries, or compliance with the terms of any Note Document (including any information regarding the accounts subject to Section 7.14) as in each case the Required Noteholder Parties may reasonably request, which information will be furnished to the Private Side Contacts (or, if the Required Noteholder Parties request, provided separately pursuant to the instructions specified by the Required Noteholder Parties);; (i) at a time determined by the Issuer after delivery of the financial statements required pursuant to Section 7.04(a) or 7.04(b) (but not later than 10 Business Days after such delivery), the Issuer shall cause appropriate Financial Officers or other officers with reasonably equivalent duties of the Issuer to participate in one conference call for the Noteholder Parties to discuss the financial condition and results of operations of the Issuer and its Subsidiaries for the most recently ended fiscal period and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform Noteholder Parties how they can obtain such information, including, without limitation, the applicable password or login information (if applicable); provided that to the extent the Issuer hosts a quarterly conference call for the holders of the First-Priority Senior Secured Notes (or any Permitted Refinancing Indebtedness in respect thereof), the Issuer shall provide reasonable advance notice and access information for such call to the Noteholder Parties, in which case the Issuer’s participation in such conference call shall satisfy the requirements of this Section 7.04(i); (j) in the event that Holdings or any Parent Entity reports on a consolidated basis, such consolidated reporting at Holdings or such Parent Entity’s level in a manner consistent with that described in clauses (a), (b) and (c) of this Section 7.04 for the Issuer (together with a reconciliation showing the adjustments necessary to determine Annualized EBITDA) will satisfy the requirements of such paragraphs; and (k) for avoidance of doubt, in addition to providing such information reports to the Trustee, the Issuer will provide the Noteholder Parties with access to the Public Side Portal. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.04, Section 7.05, Section 7.14, Section 7.16, Section 8.05 and Section 8.07 is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on an Officer’s Certificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will furnish such information promptly to the Lenders:): (a) promptly when available and in any event within ninety (90) 90 days after the end of each fiscal year, Parent’s a consolidated balance sheet and related statement statements of operations, comprehensive income (loss), partners' equity and cash flows, flows showing the financial condition position of Parent the Borrower and its the Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year, such consolidated financial statements of Parent to be all audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of Annual Report Reports on Form 10-K for such fiscal year, which is available of the Borrower and the Subsidiaries shall satisfy the requirements of this Section 5.04 (a) to the public via ▇▇▇▇▇ or any similar successor systemextent such Annual Reports include the information specified herein); (b) promptly when available and in any event within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s an unaudited, condensed, consolidated balance sheets sheet and related unaudited condensed, consolidated statements of income operations and cash flows, flows (which statements shall be prepared in a manner applicable to financial statements required by Quarterly Reports filed on Form 10-Q under the Exchange Act) showing the financial condition position of Parent the Borrower and its the Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each all certified by a Responsible an Authorized Officer of Parent the Borrower, on behalf of the Borrower, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent the Borrower and its the Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with by the SEC its Borrower of Quarterly Report Reports on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to and its consolidated subsidiaries shall satisfy the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) requirements of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e5.04(b) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jQuarterly Reports include the information specified herein);

Financial Statements, Reports, etc. The Borrower shall deliver Furnish to the Administrative Agent on behalf of (which will promptly furnish such information to the Lenders:): (a) within ninety (90) 120 days after the end of the fiscal year ended December 31, 2004, and within 90 days (or such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K) after the end of each subsequent fiscal year, Parent’s a consolidated balance sheet and related statement statements of income operations, cash flows and cash flows, owners' equity showing the financial condition position of Parent Domestic Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the consolidated results of their respective operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, such consolidated financial statements of Parent to be all audited for Parent by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and to be accompanied by an opinion of such accountants (which opinion shall not be unqualified as to scope of such auditqualified in any material respect) to the effect that such consolidated financial statements fairly present present, in all material respects respects, the financial condition position and results of operations of Parent Domestic Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided GAAP (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Domestic Borrower of Annual Report Reports on Form 10-K for such fiscal year, which is available of Domestic Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the public via ▇▇▇▇▇ or any similar successor system;extent such Annual Reports include the information specified herein). (b) within forty45 days (or such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-five (45Q) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s a consolidated balance sheets sheet and related statements of income operations and cash flows, flows showing the financial condition position of Parent Domestic Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, each all certified by a Responsible Financial Officer of Parent Domestic Borrower, on behalf of Domestic Borrower, as fairly presenting presenting, in all material respects respects, the financial condition position and results of operations of Parent Domestic Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes; provided ) (it being understood that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its by Domestic Borrower of Quarterly Report Reports on Form 10-Q for such fiscal quarter, which is available to of Domestic Borrower and its consolidated Subsidiaries shall satisfy the public via ▇▇▇▇▇ or any similar successor system; (c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) within the time period under (a) and (b) requirements of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e5.04(b) promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate pursuant to Section 4042 of ERISA, to the extent such termination would constitute an Event of Default under Section 7.01(jQuarterly Reports include the information specified herein);

Financial Statements, Reports, etc. The Borrower shall deliver Deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parentthe Borrower’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent the Borrower to be audited for Parent the Borrower by Ernst & Young LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without a “going concern” or like qualification or exception and without any more qualification or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within twelve (12) months of the Term Loan Facility under this Agreement or (y) a potential inability to satisfy any financial covenant) and to be certified by a Responsible Officer of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that . Documents required to be delivered pursuant to this clause (a) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Annual Report on Form 10-K for such fiscal yearK, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (b) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, Parentthe Borrower’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that . Documents required to be delivered pursuant to this clause (b) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Quarterly Report on Form 10-Q for such fiscal quarterQ, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) and (b) above, a certificate of a Responsible Officer of the Borrower (in substantially the form of Exhibit A) (i) certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuingoccurred, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Sections 6.03 and 6.04; (d) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, prompt written notice of the termination of a Plan of the Borrower any Termination Event that has occurred, or an ERISA Affiliate pursuant is reasonably expected to Section 4042 of ERISAoccur, to the extent such termination Termination Event would constitute an Event of Default under Section 7.01(j7.01(l); #10384228v33 (e) promptly after a Responsible Officer of the Borrower obtains knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect, notification thereof; (f) (i) on the date on which any Investment Property that is not listed on a national securities exchange is initially included as Additional Pool Assets, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of the month most recently ended, together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request and (ii) at any time thereafter that any Investment Property that is not listed on a national securities exchange shall be included as Additional Pool Assets, concurrently with any delivery of financial statements under clause (a) or (b) above in respect of each fiscal quarter of the Borrower, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of such fiscal quarter, together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request; and (g) if an Event of Default has occurred and is continuing, any subsequent Appraisal Report reasonably requested by the Administrative Agent or the Required Lenders, in each case as soon as reasonably practicable after receipt by the Borrower of such request. Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information delivered pursuant to this Section 5.01 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ (to the extent such information has been posted or is available as described in such notice). Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇.

Financial Statements, Reports, etc. The Borrower Co-Borrowers shall deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system; (b) within Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system; (c) within Within the time period under Section 5.01(a)) above, (A) a certificate of a Responsible Officer of the Borrower Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect theretothereto and (B) a consolidated budget for Parent and its Subsidiaries for the then current fiscal year; (d) within Within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals); (e) promptly Within 15 days after a Responsible Officer of a Co-Borrower obtains knowledge that there has been one or more Dispositions of Collateral (excluding those described in clause (b), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by the Co-Borrowers to the Administrative Agent having an Appraised Value in the aggregate in excess of 10% of the aggregate Appraised Value of all Collateral, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a); (f) Promptly after the occurrence thereof, written notice of the termination of a Plan of the Borrower or an ERISA Affiliate Co-Borrowers pursuant to Section 4042 of ERISA; (g) Promptly after a Responsible Officer obtains knowledge thereof, notice of the failure of any material assumption contained in any Appraisal to be correct, except if such failure would not reasonably be expected to materially adversely affect the Appraised Value of the applicable type of Collateral; (h) So long as any Commitment, Loan or Letter of Credit is outstanding, promptly after the Chief Financial Officer or the Treasurer of the Parent becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent and its Subsidiaries are taking or propose to take with respect thereto; and (i) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of either Co-Borrower or any Guarantor, in each case as the Administrative Agent, at the request of any Lender, may reasonably request (it being understood that, so long as no Event of Default shall have occurred and be continuing, the Co-Borrowers shall not be obligated to provide utilization reports with respect to Pledged Slots). Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.01 by the Co-Borrowers shall be delivered pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which a Co-Borrower provides written notice to the Administrative Agent that such information has been posted on such Co-Borrower’s general commercial website on the Internet (to the extent such termination would constitute an Event information has been posted or is available as described in such notice), as such website may be specified by such Co-Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by a Co-Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of Default under Section 7.01(j);copies of a Co-Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on a Co-Borrower’s general commercial website on the Internet, as such website may be specified by such Co-Borrower to the Administrative Agent from time to time.

Financial Statements, Reports, etc. The Borrower shall deliver Deliver to the Administrative Agent on behalf of the Lenders: (a) within Within ninety (90) days after the end of each fiscal year, Parentthe Borrower’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such the consolidated financial statements statement of Parent the Borrower to be audited for Parent the Borrower by Ernst & Young LLP or other independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified without a “going concern” or like qualification or exception and without any more qualification or exception as to the scope of such audit, except for any such qualification solely as a result of (x) an impending debt maturity within twelve (12) months of any Revolving Facility under this Agreement or (y) a potential inability to satisfy any financial covenant) and to be certified by a Responsible Officer of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that . Documents required to be delivered pursuant to this clause (a) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Annual Report on Form 10-K for such fiscal yearK, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (b) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, Parentthe Borrower’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent the Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-then elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent the Borrower as fairly presenting in all material respects the financial condition and results of operations of Parent the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that . Documents required to be delivered pursuant to this clause (b) which are made publicly available via ▇▇▇▇▇, or any successor system of the foregoing delivery requirement shall be satisfied if Parent shall have filed with SEC, in the SEC its Borrower’s Quarterly Report on Form 10-Q for such fiscal quarterQ, which is available shall be deemed delivered to the public via ▇▇▇▇▇ or any similar successor systemLenders on the date such documents are made so available; (c) within the time period concurrently with any delivery of financial statements under Section 5.01(a)(a) and (b) above, a certificate of a Responsible Officer of the Borrower (in substantially the form of Exhibit A) (i) certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuingoccurred, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuingoccurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Section 6.03; (d) within the time period under (a) and (b) of this Section 5.01, an Officer’s Certificate demonstrating in reasonable detail compliance with Section 6.08 as of the end of the preceding fiscal quarter; (e) promptly after the occurrence thereof, prompt written notice of the termination of a Plan of the Borrower any Termination Event that has occurred, or an ERISA Affiliate pursuant is reasonably expected to Section 4042 of ERISAoccur, to the extent such termination Termination Event would constitute an Event of Default under Section 7.01(j7.01(l); (e) promptly after a Responsible Officer of the Borrower obtains knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect, notification thereof; (f) (i) on the date on which any Investment Property that is not listed on a national securities exchange is initially included as Additional Collateral, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of the month most recently ended and excluding the contract value (or such other valuation method reasonably satisfactory to the Administrative Agent), together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request and (ii) at any time thereafter that any Investment Property that is not listed on a national securities exchange shall be included as Additional Collateral, concurrently with any delivery of financial statements under clause (a) or (b) above in respect of each fiscal quarter of the Borrower, an Officer’s Certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the book value of such Investment Property as of the last day of the month most recently ended and excluding the contract value (or such other valuation method reasonably satisfactory to the Administrative Agent), together with all supporting documents with respect to such Investment Property as the Administrative Agent may reasonably request; (g) promptly after a Responsible Officer obtains knowledge thereof, notice that, with respect to any Pacific Routes, the authority granted to the Borrower by the DOT, any Governmental Authority or any applicable Foreign Aviation Authority relating to such Pacific Routes, to the extent necessary to operate the scheduled air carrier services being operated by the Borrower, will not be renewed, other than in cases where such failure of renewal would not reasonably be expected to result in a Material Adverse Effect; (I) concurrently with any delivery of financial statements under clauses (a) and (b) above solely in respect of (i) the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2020) and (ii) the end of each second fiscal quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ending June 30, 2021), (II) as required by Section 6.05 and (III) to the extent required in connection with any Permitted Disposition, an updated calculation of the Collateral Coverage Ratio, reflecting the most recent Appraisal Reports delivered to the Administrative Agent in respect of the Collateral pursuant to the terms hereof; and (i) if an Event of Default has occurred and is continuing, any subsequent Appraisal Report reasonably requested by the Administrative Agent or the Required Lenders, in each case as soon as reasonably practicable after receipt by the Borrower of such request. Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information delivered pursuant to this Section 5.01 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ (to the extent such information has been posted or is available as described in such notice). Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇.