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

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 90 days after the end of each fiscal year, its (i) the annual audited consolidated balance sheet statement of financial condition and related consolidated statements of incomeoperations, stockholderschanges in partners’ equity capital and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of and for such fiscal year and the results of its operations and the operations of such Subsidiaries during such yearBlackstone Group, together with comparative figures for the immediately preceding fiscal year, all audited reported upon by UHY Deloitte & Touche LLP or other another independent registered public accountants accounting firm of recognized national standing and accompanied by an opinion without any “scope of audit” qualification or statement from such accountants (which opinion shall be without accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a “going concern” or like qualification or exception , (ii) the unaudited annual condensed and without any qualification or exception consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the scope of such audit) to the effect that such consolidated financial statements Existing Credit Agreement, certified by a Financial Officer as fairly present presenting, in all material respects, the financial condition position and results of operations of the Borrower combined Guarantors and its consolidated the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently appliedand (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its (i) the quarterly unaudited condensed and consolidated balance sheet statement of financial condition and related condensed and consolidated statements of incomeoperations, stockholderschanges in partners’ equity capital and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Blackstone Group as of the close end of and for such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its a Financial Officers Officer as fairly presenting fairly, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the absence of footnotesunaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that that, to the best of his or her knowledge, no Event of Default or Default has occurred or, if such an Event of Default or a Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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 regulationsFinancial Covenants, including the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any Lender, on reasonably detailed computations of Total Indebtedness and after the effectiveness of the applicable provisions of the Pension Act, 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 thereofCombined EBITDA; and (id) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Guarantors or any Subsidiarythe Subsidiaries, 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In During the case of the BorrowerRelevant TARP Period, AIG shall furnish to the Administrative Agent, which shall furnish to each LenderUST: (a) within 120 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower AIG and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 Borrower AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower AIG and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then- elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” section; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate within 30 days after the end of the accounting firm (first two fiscal months of each fiscal quarter, AIG’s estimate of its consolidated financial results for the current quarter and the full fiscal year in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying which such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 andfiscal month occurs, in the case total and by segment and individual reporting units (i.e., subsegment), together with comparison to AIG’s budgets of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flowcomparable information for such periods; (d) (i) within 90 45 days after following the beginning end of each fiscal year quarter of each fiscal year, an update to the Borrower, a detailed consolidated budget for such the then-current fiscal year, an updated corporate outlook report for the following fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows in substantially the same form as the corresponding reports previously provided to the FRBNY pursuant to Section 5.04(e) of the end FRBNY Credit Facility) and (ii) promptly and in any event within five days, notice of and for such fiscal year and setting forth any material changes to any of the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetreports or updated reports referred to in this paragraph (d); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower AIG or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority Entity succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholdersshareholders generally, as the case may bebe (except that AIG and its Subsidiaries shall not be obligated to furnish to the UST copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”) or are on AIG’s website and (ii) AIG has provided the UST with notice that any such materials relating to or reflecting the occurrence of a Material Adverse Regulatory Event or any other event that could reasonably be expected to have a materially adverse impact upon the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Subsidiary of AIG filing such materials or of AIG and its Subsidiaries, taken as a whole, have been so posted); (f) promptly following delivery thereof to the AIG Board, copies of board packages and presentations; (g) promptly after the receipt thereof by Holdings or the Borrower AIG or any of their respective subsidiariesits Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gh) promptly as soon as available but not later than 150 days after the request close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the unaudited Annual Statement of each such Insurance Subsidiary (if required to be prepared by any Lenderthe applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, copies of the unaudited Annual Statement of such Insurance Subsidiary, the Annual Statement and a list of all jurisdictions in which the Annual Statement was filed, to be certified by a Responsible Officer of such Insurance Subsidiary, all documentation such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Entity, audited 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 Actcertified by independent certified public accountants of recognized national standing; (hi) promptly as soon as available but not later than 75 days after the request by the Administrative Agent or any Lender, on and after the effectiveness close of each of the applicable provisions first three fiscal quarters of the Pension Acteach fiscal year of each Insurance Subsidiary of AIG, copies of the Quarterly Statement of such Insurance Subsidiary (iif applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (j) any documents described in Section 101(k)(1) of ERISA that promptly following the Borrower delivery thereof to, or receipt thereof by, AIG or any of its ERISA Affiliates may request Subsidiaries, any draft or final examination reports, risk- adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable Law by, or any other report with respect to, any Insurance Subsidiary of AIG; (k) within 90 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (l) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Multiemployer Plan Insurance Subsidiary of AIG that AIG or such Insurance Subsidiary may file with the applicable Department; (m) prior to the filing thereof, copies of any proposed filing on Form D and (ii) any notices described in Section 101(l)(1) of ERISA supporting materials that the Borrower AIG or any of its ERISA Affiliates may request Insurance Subsidiaries that is a Domestic Subsidiary intends to file with respect to any Multiemployer Plan; provided applicable Department, and copies of any proposed equivalent filing and any supporting materials that if the Borrower AIG or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the Insurance Subsidiaries that is a Foreign Subsidiary intends to file with any 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; andDepartment; (in) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the UST may request from time to time in its sole discretion) a statement of projected cash receipts and cash disbursements for AIG and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the UST; (o) daily risk assessment profile reports in form satisfactory to the UST; (p) promptly, from time to time, such other information regarding the operationsinformation, business affairs including such additional regular financial, management and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Documentother reports, as the Administrative Agent UST shall request in consultation with AIG to enable the UST to monitor the business, assets, liabilities, operations, condition, results and prospects of AIG and its Subsidiaries, and the regulatory environment in which AIG and its Subsidiaries operate. AIG shall take all steps necessary or any Lender requested by the UST to establish (or, if already established, maintain) a reporting regime that satisfies the objective of the preceding sentence; and (q) such other information and notices as UST may reasonably requestrequest from time to time. Documents Notwithstanding the foregoing, reports required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so deliveredunder paragraphs (h), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or and (iik) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or above with respect to any Lender that so requests the Borrower to deliver Insurance Subsidiary of AIG may be provided as part of a consolidated report for a group of Insurance Subsidiaries of AIG including such paper copies Insurance Subsidiary, consistent with AIG’s past practices and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsin accordance with applicable Laws.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish Deliver to each Lender: (a) As soon as is practicable, but in any event within 120 100 days after the end of each fiscal yearyear of the Borrower, its the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of, and the related consolidated statements of income, stockholders’ shareholders' equity and cash flows showing for such year, and the corresponding figures as at the end of, and for, the preceding fiscal year, accompanied by an opinion of Deloitte & Touche LLP or such other independent certified public accountants of recognized standing as shall be retained by the Borrower and satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall (A) be unqualified as to going concern and scope of audit and shall state that such financial statements fairly present the financial condition of the Borrower and its consolidated Subsidiaries Consolidated Subsidiaries, as of at the close of such fiscal year dates indicated and the results of its the operations and the operations of such Subsidiaries during such year, together with comparative figures cash flows for the immediately preceding fiscal year, all audited by UHY LLP periods indicated and (B) contain no material exceptions or other qualifications except for qualifications relating to accounting changes (with which such independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” concur) in response to FASB releases 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 the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedother authoritative pronouncements; (b) As soon as is practicable, but in any event within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year, its the unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Consolidated Subsidiaries, as at the end of, and the related unaudited statements of income (or changes in financial position) for such quarter and for the period from the beginning of the close then current fiscal year to the end of such fiscal quarter and the results of its operations and corresponding figures as at the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearend of, and comparative figures for for, the same periods corresponding period in the immediately preceding fiscal year, together with a certificate signed by the chief financial officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all certified by one of its Financial Officers as adjustments necessary to present fairly presenting the financial condition and results of operations position of the Borrower and its consolidated Subsidiaries on a consolidated basis Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in accordance conformity with GAAP consistently applied, subject only to normal year-end and audit adjustments and to the absence of footnotesfootnote disclosure; (c) concurrently Together with any the delivery of financial the statements under paragraph referred to in paragraphs (a) or and (b) aboveof this Section 5.1, a certificate of the accounting firm (chief financial officer or a vice president responsible for financial administration of the Borrower, substantially in the case form of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Exhibit D hereto (i) certifying that no stating whether or not the signer has knowledge of any Default or Event of Default or Default has occurred orand, if so, specifying each such an Default or Event of Default or Default of which the signer has occurredknowledge, specifying the nature and extent thereof and any corrective action taken which the Borrower has taken, is taking, or proposed proposes to be taken take with respect thereto to each such condition or event and (ii) setting forth computations demonstrating in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Sections 6.7 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.6.8 hereof;

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 6.10 and 6.13 6.11 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1101(k)(l) 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)(1101(1)(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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. i.e., soft copies) of such documents.

Financial Statements, Reports, etc. In the case of the BorrowerIBM or IBMCLLC, as applicable, furnish to the Administrative Agent, which shall furnish Agent for distribution to each Lenderthe Lenders: (a) as soon as available and in any event within 120 90 days after the end of each fiscal year, its copies of the report filed by IBM and IBMCLLC with the SEC on Form 10-K in respect of such fiscal year, each accompanied by IBM’s annual report in respect of such fiscal year or, if IBM or IBMCLLC, as applicable, is not required to file such a report in respect of such fiscal year, the consolidated balance sheet statements of financial position and related consolidated statements of incomeearnings, cash flows and stockholders’ equity of IBM and its Subsidiaries or the consolidated statement of financial position and related consolidated statements of earnings, comprehensive income, cash flows showing the financial condition and changes in members’ interest of the Borrower and its consolidated Subsidiaries IBMCLLC, as applicable, as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP PricewaterhouseCoopers or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 the financial condition and position, results of operations operations, cash flows and changes in stockholders’ equity of the Borrower IBM and its consolidated Subsidiaries on a consolidated basis or the financial position, results of operations, cash flows and changes in members’ interest of IBMCLLC and its Subsidiaries, as applicable, in accordance with GAAP consistently appliedGAAP; (b) as soon as available and in any event within 45 50 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year, its copies of the unaudited quarterly reports filed by IBM and IBMCLLC with the SEC on Form 10-Q in respect of such quarterly period, or if IBM or IBMCLLC is not required to file such a report in respect of such quarterly period, the unaudited consolidated balance sheet statements of financial position and related unaudited consolidated statements of incomeearnings, cash flows and stockholders’ equity of IBM and its Subsidiaries or the consolidated statement of financial position and related consolidated statements of earnings, comprehensive income, cash flows showing the financial condition and changes in members’ interest of the Borrower and its consolidated Subsidiaries IBMCLLC, as applicable, 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 yearquarter, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one a Responsible Officer of its Financial Officers IBM or IBMCLLC, as applicable, as fairly presenting the financial condition and position, results of operations operations, cash flows and changes in stockholders’ equity of the Borrower IBM and its consolidated Subsidiaries on a consolidated basis or the financial position, results of operations, cash flows and changes in members’ interest of IBMCLLC and its Subsidiaries, as applicable, in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnoteswhich are not expected to be material in amount; (c) concurrently with any delivery of financial statements under by IBM or IBMCLLC described in paragraph (a) or (b) aboveabove (whether contained in a report filed with the SEC or otherwise), a certificate of the accounting firm (a Responsible Officer of IBM or IBMCLLC, as applicable, substantially in the case form of paragraph (aSchedule 6.2(c)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of (i) all periodic financial statements, notices, reports and other reportsproxy materials distributed to stockholders of IBM and (ii) all reports on Form 10-K, proxy statements 10-Q and other materials 8-K (or their equivalents) filed by Holdings, the Borrower IBM or any Subsidiary IBMCLLC with the Securities and Exchange Commission, SEC (or with any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed the SEC) pursuant to its shareholdersthe periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and the case may berules and regulations promulgated thereunder; provided, that documents required to be furnished under this paragraph (d) shall be deemed furnished when made available via the ▇▇▇▇▇ (or any successor) system of the SEC; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ie) promptly, from time to time, such other publicly available documents and information regarding the operations, business affairs and financial condition of HoldingsIBM, the Borrower IBMCLLC or any SubsidiarySignificant Subsidiary (including information relating to “know your customer” or similar identification procedures), or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required With respect to be delivered pursuant the documents referred to Section 5.04(ein paragraphs (a) may be delivered electronically and if so deliveredthrough (e) above, IBM shall be deemed to have been delivered on the date (i) on which the Borrower posts furnish such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and number of copies as the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower Lenders shall deliver paper copies of such documents reasonably require for distribution to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentstheir personnel in connection with this Agreement.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will promptly furnish such information to each Lender:the Lenders): (a) within 120 ninety (90) days after the end of each fiscal yearyear (commencing with the first fiscal year ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of incomeincome or operations, stockholderschanges in shareholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and related notes thereto and the consolidated results of its their operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year, all which consolidated balance sheet and related statements of income or operations, changes in shareholders’ equity, and cash flows of the Borrower shall be audited by UHY LLP or other a firm of independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without qualified as to scope of audit or include a “going concern” qualification (other than an emphasis of matter or explanatory or like qualification paragraph), other than solely with respect to, or exception and without resulting solely from, (i) an upcoming maturity date under any qualification Indebtedness scheduled to mature within one (1) year, (ii) any actual or exception as potential inability to satisfy a financial maintenance covenant in any period, (iii) the scope activities, operations, financial results, assets or liabilities of such auditany Unrestricted Subsidiary or (iv) change in accounting principles or practices reflecting a change in GAAP) to the effect that such consolidated financial statements fairly present fairly, in all material respects, the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter ending after the Closing Date), its a consolidated balance sheet and related unaudited consolidated statements of incomeincome or operations, stockholderschanges in shareholders’ equity of the Borrower as of the end of and for such fiscal quarter (except in the case of cash flows) and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all of which shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as presenting fairly, in all material respects, the financial position and results of operations and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of and for such fiscal quarter (except in the case of cash flows) 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, and comparative figures for the same periods in the immediately preceding 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 Subsidiaries year on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with within ten (10) Business Days of any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Borrower (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with calculation and uses of the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, in Available Amount for the case of a certificate delivered with fiscal period then ended if the financial statements required by paragraph (a) above, setting forth Borrower shall have used the Borrower’s calculation of Excess Cash Flow;Available Amount for any purpose during such fiscal period. (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any Subsidiary of the Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeSEC, or distributed to its shareholdersstockholders generally, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiariesapplicable; provided, a copy of any “management letter” received by any however, that such person from its certified public accountants and the management’s response thereto; (g) promptly after the request by any Lenderreports, all documentation proxy statements, filings and other information that such Lender reasonably requests in order materials required to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness website of the applicable provisions of the Pension Act, 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 website of such documents and notices promptly after receipt thereofthe SEC; and (ie) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiaryof the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent or any Lender may reasonably request (for itself or on behalf of any Lender) and, if requested by any Lender, directly to such Lender making such request, a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations). Documents required to be delivered pursuant to Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 5.04(e) 5.04 may be delivered electronically satisfied with respect to the consolidated financial information of the Borrower by furnishing the consolidated financial information of any parent of the Borrower that, directly or indirectly, holds all of the Equity Interests of the Borrower, that would be required by clauses (a) and if so delivered(b) of this Section 5.04 with all references to the “Borrower” therein being deemed to refer to such parent and all references to “Financial Officer” therein being deemed to refer to a comparable officer of such parent; provided, that such financial statements are accompanied by a consolidating schedule eliminating such parent of the Borrower and any of such parent’s subsidiaries other than the Borrower and its Subsidiaries (provided, however, that no such eliminations under this paragraph shall be deemed to have been delivered on required if and for so long as the date (i) on which rules and regulations of the SEC would permit the Borrower posts such documents, and any direct or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies indirect parent of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver report at such paper copies parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Borrower). The Borrower acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a) and (yb) the Borrower shall notify above are to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and each Lender of the posting of any such documents and provide to Lenders as if marked “PUBLIC” in accordance with Section 9.17 (unless the Borrower otherwise notifies the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsin writing on or prior to delivery thereof).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” section; (c) within 30 days after the end of the first two fiscal months of each fiscal quarter, the Borrower’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with comparison to the Borrower’s budgets of comparable information for such periods; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in form reasonably satisfactory to the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Lender (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or a Default has occurred, 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 Lender demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 Section 6.11 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetSection 6.12; (e) (i) within 15 days following the Closing Date, (A) an annual budget for fiscal year 2008 in form satisfactory to the Lender, (B) a corporate outlook report for fiscal year 2009 in form satisfactory to the Lender and (C) a briefing paper on the proposed divestiture program, identifying businesses expected to be sold, the anticipated value of those businesses and the expected timing of those sales, (ii) within 45 days following the end of each fiscal quarter of each fiscal year, an update to the budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year and an updated briefing report on the proposed divestiture program and (iii) promptly and in any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (e); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholdersshareholders generally, as the case may bebe (except that the Borrower and its Subsidiaries shall not be obligated to furnish to the Lender copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”) or are on the Borrower’s website and (ii) the Borrower has provided the Lender with notice that such materials have been so posted); (fg) promptly following delivery thereof to the board of directors of the Borrower, copies of board packages and presentations; (h) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gi) promptly as soon as available but not later than 150 days after the request close of each fiscal year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary (if applicable), the Annual Statement to be certified by any Lendera Responsible Officer of such Insurance Subsidiary, all documentation such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited 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 Actcertified by independent certified public accountants of recognized national standing; (hj) promptly as soon as available but not later than 75 days after the request by the Administrative Agent or any Lender, on and after the effectiveness close of each of the applicable provisions first three fiscal quarters of the Pension Acteach fiscal year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary (iif applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (k) any documents described in Section 101(k)(1) of ERISA that promptly following the delivery thereof to, or receipt thereof by the Borrower or any of its ERISA Affiliates may request Subsidiaries, any draft or final examination reports, risk- adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable law, rule or regulation, or any other report with respect to, any Insurance Subsidiary; (l) within 90 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (m) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Multiemployer Plan Insurance Subsidiary that the Borrower or such Insurance Subsidiary may file with the applicable Department; (n) prior to the filing thereof, copies of any proposed filing on Form D and (ii) any notices described in Section 101(l)(1) of ERISA supporting materials that the Borrower or any Insurance Subsidiary intends to file with any applicable Department; (o) not later than 10:00 a.m., New York City time, on Monday of its ERISA Affiliates each week (or more frequently as the Lender may request from time to time in its sole discretion) (i) a cash report in a form satisfactory to the Lender evidencing compliance with respect to any Multiemployer Plan; provided that if Section 6.12 as at the close of business on the immediately preceding Business Day and (ii) a statement of projected cash receipts and cash disbursements for the Borrower or any and its Subsidiaries for each week in the period of its ERISA Affiliates has 13 weeks commencing with the immediately following week, in a form satisfactory to the Lender; (p) not requested such documents or notices from later than five days following the administrator or sponsor Closing Date (i) a copy of the applicable Multiemployer PlanPermitted Investments Policy, and (ii) a schedule, in form satisfactory to the Borrower or Lender, of all Investment Commitments outstanding on 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 thereofClosing Date; (q) commencing five days following the Closing Date, daily risk assessment profile reports in form satisfactory to the Lender; and (ir) promptly, from time to time, such other information regarding information, including such additional regular financial, management and other reports, as the Lender shall request in consultation with the Borrower to enable the Lender to monitor the business, assets, liabilities, operations, business affairs condition, results and financial condition prospects of Holdings, the Borrower or any Subsidiaryand its Subsidiaries, or their compliance with the terms of any the Loan DocumentDocuments, as and the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on regulatory environment in which the Borrower posts such documents, and its Subsidiaries operate. The Borrower shall take all steps necessary or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored requested by the Administrative Agent); provided that: (x) Lender to establish a reporting regime that satisfies the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender objective of the posting of any such documents and provide to preceding sentence as promptly as practicable following the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsClosing Date.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, which shall furnish who will make it available to each Lender: (a) within 120 90 days after the end of each fiscal yearyear of the Borrower, its audited consolidated balance sheet and related statements of income, changes in members’ or stockholders’ equity equity, as applicable, and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP together with an Audit Report of Deloitte & Touche, LLP, or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception (other than such a qualification or exception that is solely with respect to, or resulting solely from, the upcoming maturity date of the Loans hereunder, being scheduled to occur within twelve months from the time such report is delivered) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, its consolidated balance sheet and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) [intentionally omitted]; (d) concurrently with any delivery of financial statements under paragraph clause (a) or (b) aboveof this Section, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Default or Event of Default or Default has occurred or, if such a Default or an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 Flowthereto; (de) within 90 15 days after following the beginning filing of each fiscal year of a 10-K with the SEC by the Borrower, a detailed an annual consolidated budget for such 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 assumptions used for purposes of preparing such budget) as reviewed by the Borrower’s board of directors and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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 written request by any Lenderthe Administrative Agent, all documentation and other information that such Lender the Administrative Agent 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 Patriot Act;; and (h) promptly after the upon written request by from the Administrative Agent or any Lender, on and after the effectiveness of the applicable provisions of the Pension Act, 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) promptlyAgent, from time to time, such other information regarding any of the operations, business affairs and financial condition of Holdings, the Borrower or 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 Borrower substantially in the form agreed to between the Borrower and the Administrative Agent as of the Effective Date. Documents Information required to be delivered pursuant to Section 5.04(eSections 5.04(a), 5.04(b) may be delivered electronically and if so delivered, 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 date (i) on which website of the Borrower posts such documents, or provides a link thereto SEC at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or provided that, for the avoidance of doubt, the Borrower shall be required to provide copies of the compliance certificates required by clause (iid) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, of this Section 5.04 to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored 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); provided that: . In the event any financial statements delivered under clause (xa) or (b) above shall be restated, the Borrower shall deliver paper copies deliver, promptly after such restated financial statements become available, revised compliance certificates required by clause (d) of such documents this Section 5.04 with respect to the Administrative Agent if it so requests or periods covered thereby that give effect to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender restatement, signed by a Financial Officer of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsBorrower.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will promptly furnish such information to each Lender:the Lenders): (a) within 120 days after the end of the fiscal year ending December 31, 2017 and within 90 days after the end of each fiscal yearyear thereafter, its a consolidated balance sheet and related statements of incomeoperations, stockholderscash flows and owners’ equity and cash flows showing the financial condition position of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations and the operations of such Subsidiaries during such year and, starting with the fiscal year ending December 31, 2018, setting forth in comparative form the corresponding figures for the prior fiscal year, in each case, together with comparative figures for the immediately preceding fiscal yeara Metric Report with respect thereto, all which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” qualified as to scope of audit or like qualification or exception and without any qualification or exception as to the scope 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 or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); (b) within 45 90 days after the end of the first full fiscal quarter ending after the Closing Date, and within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the second full fiscal quarter ending after the Closing Date), its a consolidated balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition position of the Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal yearyear and, and starting with the fifth full fiscal quarter ending after the Closing Date, setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding 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 one a Financial Officer of its Financial Officers the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently in each case, together with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken Metric Report with respect thereto (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and (iiits consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with extent such quarterly reports include the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 Flowinformation specified herein); (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than qualifications pertaining solely (x) to the maturity of the Indebtedness occurring within 12 months of the date such audit is delivered or (y) to a breach or anticipated breach of the Financial Covenant) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” describing the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries in a form reasonably satisfactory to the Administrative Agent; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and analysis” describing the absence financial position, results of footnotesoperations and cash flows of the Borrower and its consolidated Subsidiaries in a form reasonably satisfactory to the Administrative Agent; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, commencing with the financial statements for the fiscal quarter ending September 30, 2014, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Compliance Certificate (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 of the Available Amount (and the application of amounts thereof, if any, during the period covered by such financial statements) and demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 Financial Covenant and, 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; (d) at any time that any of the Borrower’s Subsidiaries are Unrestricted Subsidiaries, together with the financial statements required to be delivered by Section 5.04(a) and (b) above, a reasonably detailed presentation, either on the face of such financial statements or in the footnotes thereto, and in the narrative report and management’s discussion and analysis or other comparable section, of the financial condition and results and operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower; (e) within 90 60 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of (or notice of the public availability of) all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiariesthe Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gh) 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; (hi) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ij) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or Agent, any Lender or the Issuing Bank may reasonably request. Documents required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will promptly furnish such information to each Lender:the Lenders): (a) within 120 90 days after the end of each fiscal yearyear (commencing with the first fiscal year ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of income, stockholders’ equity equity, and cash flows showing the financial condition position of the Borrower BGI and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year, all which consolidated balance sheet and related consolidated statements of income, stockholders’ equity, and cash flows shall be accompanied by customary management’s discussion and analysis and audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” qualified as to scope of audit or like qualification or exception and without any qualification or exception as to the scope status of BGI 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 incurred under or permitted by this Agreement occurring within one year from the time such auditopinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower BGI and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by BGI of annual reports on Form 10‑K of BGI and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein and are delivered within the time period specified above); (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of income, stockholders’ equity income and cash flows showing the financial condition position of the Borrower BGI and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, year and setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related consolidated statements of income 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 one a Financial Officer of its Financial Officers BGI on behalf of BGI as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Borrower BGI and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the delivery by BGI of quarterly reports on Form 10-Q of BGI 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 are delivered within the time period specified above); (c) concurrently with within ten (10) Business Days of any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of the accounting firm (a Financial Officer of BGI substantially in the case form of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Exhibit N (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail in a form reasonably satisfactory to the Administrative Agent calculating the Total Net Leverage Ratio and Interest Coverage Ratio demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 Financial Covenants (if applicable) and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (aiii) above, setting forth the Borrower’s calculation and uses of Excess Cash Flowthe Available Amount for the fiscal period then ended if BGI shall have used the Available Amount for any purpose during such fiscal period; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower BGI or any Subsidiary of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeSEC, or distributed to its shareholdersstockholders 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 case may bewebsite of BGI or the website of the SEC; (e) [reserved]; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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[reserved]; and (ig) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of Holdings, the Borrower BGI or any Subsidiaryof its Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent or any Lender may reasonably requestrequest (for itself or on behalf of any Lender). Documents required BGI acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are hereby deemed to be delivered pursuant Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 5.04(e) 9.17 and may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored treated by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to Lenders as if the same had been marked “PUBLIC” in accordance with Section 9.17 (unless BGI otherwise notifies the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsin writing on or prior to delivery thereof).

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the U.S. Administrative Agent, which shall furnish to the U.S. Collateral Agent and each Lender: (a) within 120 90 days after the end of each fiscal year, its the audited consolidated balance sheet and related statements of income, stockholders’ ' equity and cash flows of the U.S. Borrower, showing the its consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such its consolidated Subsidiaries during such year, together with year and setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all audited by UHY Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” or like qualification or exception and without qualified in any qualification or exception as to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its the unaudited consolidated balance sheet and related statements of income, stockholders’ ' equity and cash flows of the U.S. Borrower, showing the its consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such its consolidated Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, year and setting forth in each case in comparative form the figures for the same periods corresponding period in the immediately preceding previous fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotesadjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 prior to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning commencement of each fiscal year of the U.S. Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate in the form of Exhibit I (a "Compliance Certificate") of a Financial Officer (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 detail reasonably satisfactory to the Agents demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the U.S. Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Govern mental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be, and all press releases; (f) promptly after the receipt thereof by Holdings or the either Borrower or any of their respective subsidiariesthe Subsidiaries, a copy of any “"management letter” " received by any such person from its certified public accountants and the management’s response 's responses 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ig) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Borrowers or any SubsidiarySubsidi ary, 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the BorrowerBorrowers, furnish to the Administrative Agent, which shall furnish Agent who will distribute to each Lender: (a) within 120 90 days after the end of each fiscal yearyear ending after the Closing Date, (i) its consolidated balance sheet and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY ▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without an explanatory paragraph (or other explanatory language) to the standard report about whether there is substantial doubt about the entity’s ability to continue as a “going concern” concern other than with respect to any upcoming maturity date of the Loans and any refinancings and replacements thereof or like qualification or exception potential non-compliance with any financial covenant contained in any other Indebtedness 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 Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (except as otherwise expressly noted therein) consistently appliedapplied and (ii) a narrative report and management’s discussion and analysis of the financial condition and results of operations of Holdings and its consolidated Subsidiaries for such fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood that after the consummation of the Acquisition, the delivery by the Borrowers to the Administrative Agent of annual reports on Form 10-K shall satisfy the requirements of this Section 5.04(a) solely to the extent such annual reports include the information specified herein); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear beginning March 31, 2015, (i) its consolidated balance sheet and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower Holdings and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and and, starting with the fiscal quarter ending March 31, 2015, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (except as otherwise expressly noted therein) consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and (ii) a narrative report and management’s discussion and analysis of the financial condition and results of operations of Holdings and its consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that after the consummation of the Acquisition, the delivery by the Borrowers to the Administrative Agent of quarterly reports on Form 10-Q shall satisfy the requirements of this Section 5.04(b) solely to the extent such quarterly reports include the information specified herein); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that no Event of Default has occurred with respect to Section 6.10, or, if such an Event of Default has occurred, specifying the extent thereof (it being understood that such certificate shall be limited to the items and scope that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of profession); (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above in respect of any period ending after the Closing Date, a certificate of a Financial Officer (i) certifying that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants covenant contained in Sections 6.10, 6.11, 6.12 Section 6.10 and 6.13 and, in the case (iii) together with each set of a certificate delivered with the consolidated financial statements required by referred to in paragraph (a) or (b) above, setting forth the Borrower’s calculation related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Excess Cash FlowUnrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements; (de) within not later than 90 days after the commencement of the fiscal year of Holdings beginning January 1, 2016, and 90 days after the commencement of each fiscal year of the Borrowerthereafter, a detailed consolidated budget for such fiscal year (and for each quarter within such fiscal year, including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) in a form customarily prepared by Holdings and, promptly when available, any significant revisions of such budgetbudget (that Holdings in good faith determines to be material); (ef) promptly after the same become publicly available, copies of all periodic and other material reports, proxy statements and other materials materials, if any, filed by Holdings, the Borrower Holdings or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed Commission (it being understood that information required to its shareholders, as the case may be; be delivered pursuant to this clause (f) promptly after shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the receipt thereof by Holdings or website of the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response theretoSEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇); (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;; and (h) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, each of the Borrower Borrowers or any Restricted 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 this Section 5.04(e) 5.04 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇electronically.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will promptly furnish such information to each Lender:the Lenders): (a) within 120 90 days (or, if applicable, such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K or, if applicable, such longer period permitted under Rule 12b-25 under the Exchange Act) after the end of each fiscal year, its (i) a consolidated balance sheet and related statements of incomeoperations, stockholderscash flows and owners’ equity and cash flows showing the financial condition position of the U.S. Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year and (ii) management’s discussion and analysis of significant operational and financial developments during such fiscal year, all which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” or like qualification or exception and without qualified in any qualification or exception as to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the U.S. Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by the U.S. Borrower of Annual Reports on Form 10-K of the U.S. Borrower and its consolidated subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such Annual Reports include the information specified herein); (b) within 45 days (or, if applicable, such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-Q or, if applicable, such longer period permitted under Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, its (i) a consolidated balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition position of the U.S. Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, year and setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding prior fiscal yearyear 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 one a Financial Officer of its Financial Officers the U.S. Borrower on behalf of the U.S. Borrower as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the U.S. Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes; ) (c) concurrently with any it being understood that the delivery by the U.S. Borrower of financial statements under paragraph (a) or (b) above, a certificate Quarterly Reports on Form 10-Q of the accounting firm (in U.S. Borrower and its consolidated subsidiaries shall satisfy the case requirements of paragraph (a)this Section 5.04(b) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 extent such Quarterly Reports include the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 Flowinformation specified herein); (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will furnish such information to each Lender:the Lenders): (a) within 120 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 fiscal year, its a consolidated balance sheet and related statements of incomeoperations, stockholders’ equity and cash flows and owners' equity showing the financial condition position of the U.S. Borrower and its consolidated the Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” or like qualification or exception and without qualified in any qualification or exception as to the scope of such auditmaterial respect) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the U.S. Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by the U.S. Borrower of Annual Reports on Form 10-K of the U.S. Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such Annual Reports include the information specified herein, provided that for the fiscal year ended December 31, 2002, the U.S. Borrower shall furnish (i) not later than March 31, 2003, an unaudited combined balance sheet and related unaudited statements of income and cash flows as of the close of such fiscal year, all certified by a Financial Officer of the U.S. Borrower as fairly presenting, in all material respects, the financial position and results of operations of TRW Automotive Inc. and subsidiaries on a combined basis in accordance with GAAP (subject to the absence of footnotes and purchase accounting) and (ii) as promptly as practicable after the Closing Date, and in no event later than May 15, 2003, a combined balance sheet and related statements of operations, cash flows and owners' equity showing the financial position of the TRW Automotive Inc. and subsidiaries as of the close of such fiscal year and the combined results of their operations during such year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such combined financial statements fairly present, in all material respects, the financial position and results of operations of TRW Automotive Inc. and subsidiaries on a combined basis in accordance with GAAP; (b) within 45 days (or such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year, its a consolidated balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition position of the U.S. Borrower and its consolidated the Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one a Financial Officer of its Financial Officers the U.S. Borrower, on behalf of the U.S. Borrower, as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the U.S. Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of footnotes and except that purchase accounting may be reflected on a preliminary basis in financial statements under paragraph delivered for the fiscal quarters ending in 2003) (a) or (b) above, a certificate it being understood that the delivery by the U.S. Borrower of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event Quarterly Reports on Form 10-Q of Default or Default has occurred or, if the U.S. Borrower and its consolidated subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such an Event of Default or Default has occurred, specifying Quarterly Reports include the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto information specified herein 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, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Planfiscal quarters ending after March 2003, 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered Registration Statement on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents Form S-4 to the Administrative Agent if it so requests or to any Lender extent that so requests such Registration Statement includes the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.information specified herein);

Financial Statements, Reports, etc. In the case of the Borrower, furnish (a) Furnish to the Administrative Agent, which shall furnish to each Lender: (ai) within 120 90 days after the end of each fiscal year, its the Parent’s consolidated balance sheet and related statements of income, stockholderspartners’ equity and cash flows showing the financial condition of the Borrower Parent and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of the Parent and such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification (other than an exception or exception explanatory paragraph with respect to the maturity of the Credit Facilities for an opinion delivered in the fiscal year in which such Indebtedness matures) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; (bii) within 45 days after the end of each fiscal quarter (other than the final fiscal quarter of the first three fiscal quarters of each any fiscal year), its the Parent’s consolidated and consolidating balance sheet and related statements of income, stockholderspartners’ equity and cash flows showing the financial condition of the Borrower Parent and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated and consolidating results of its operations and the operations of the Parent and such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently with any delivery of financial statements under paragraph (ai) or (bii) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (the “Compliance Certificate”) in the case form of paragraph Exhibit I (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (ix) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (y) commencing, in the case of paragraph (ii) above, with the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 6.10 and 6.13 and, in 6.11 and (z) providing any information contemplated by the case last paragraph of a certificate delivered the definition of Projected Consolidated EBITDA. (iv) concurrently with the any delivery of financial statements required by paragraph under clause (ai) above, setting forth an annual budget update of the Borrower’s calculation of Excess Cash FlowBorrower and its Restricted Subsidiaries on a consolidated basis which shall be limited to an income statement presenting profitability to EBITDA line; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ev) promptly after the same become publicly availablefurnishing thereof, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, any material statement or report furnished to any holder of debt of the Borrower or of any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions Restricted Subsidiaries pursuant to the terms of said Commissionany indenture, loan or with any national securities exchange, credit or distributed similar agreement in a principal amount of at least $10,000,000 and not otherwise required to its shareholders, as be furnished to the case may beLenders pursuant to this Section 5.04; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (gvi) 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ivii) concurrently with any delivery of financial statements under clause (ii) above a report on Material Projects, as applicable; regarding, status, completion and suspension or abandonment of Material Projects; (viii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of HoldingsParent, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Information required to be delivered pursuant to Section 5.04(e5.04(a)(i) may be delivered electronically and if so delivered, Section 5.04(a)(ii) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the date (i) on which website of the Borrower posts such documents, or provides a link thereto Securities Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender ▇ and the Administrative Agent have access Compliance Certificate delivered pursuant to Section 5.04(a)(iii) provides a statement regarding the availability of such information on such website. (whether b) The financial statements delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be accompanied by reasonably detailed segment reporting as required under GAAP, certified by a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) Financial Officer of the Borrower shall deliver paper copies as fairly presenting the financial condition and results of operations of such documents segments in all material respects in accordance with GAAP consistently applied, subject to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsnormal year-end audit adjustments.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which The Company shall furnish to each Lender:Preferred Holder that is the owner of record at such time of not less than 1,000,000 Preferred Shares (a “Major Preferred Holder”): (ai) within 120 ninety (90) days after the end of each fiscal year, its year of the Company a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows showing for the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year then ended, prepared in accordance with generally accepted accounting principles and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other a firm of independent public accountants of recognized national standing and accompanied selected by an opinion the Board of such accountants (which opinion shall be 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 the financial condition and results of operations Directors of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedCompany; (bii) within 45 forty-five (45) days after the end of each of month in each fiscal year (other than the first three fiscal quarters of last month in each fiscal year, its ) a consolidated balance sheet of the Company and its subsidiaries, if any, and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer (or similar officer) of the Company, such consolidated balance sheet to be as of the end of such month and such consolidated statements of income, stockholders’ equity and cash flows showing to be for such month and for the financial condition of period from the Borrower and its consolidated Subsidiaries 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 beginning of the fiscal year to the end of such month, in each case with comparative statements for the prior fiscal year; (iii) within thirty (30) days after the end of each fiscal quarter (other than the last quarter in each fiscal year) a consolidated balance sheet of the Company and its subsidiaries, if any, and comparative figures for the same periods in the immediately preceding fiscal yearrelated consolidated statements of income, all certified by one of its Financial Officers as fairly presenting the financial condition stockholders’ equity and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis cash flows, unaudited but prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments generally accepted accounting principles and certified by the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Chief Financial Officer (in the case of paragraph (b)or similar officer) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the BorrowerCompany, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows to be as of the end of such quarter and such consolidated statements of income, stockholders’ equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter, in each case with comparative statements for the prior fiscal year; (iv) no later than fifteen (15) days prior to the start of each fiscal year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of such fiscal year year, all itemized in reasonable detail and setting forth the assumptions used for purposes of preparing such budget) prepared on a monthly basis, and, promptly when availableafter preparation, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 thereofforegoing; and (iv) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs of the Company and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, its subsidiaries as the Administrative Agent or any Lender such Major Preferred Holder reasonably may reasonably request. Documents required to be delivered pursuant to The Company’s obligations under this Section 5.04(e12(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on terminate upon the date (i) on which the Borrower posts such documents, or provides completion of a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender firm commitment underwritten public offering of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsCompany’s securities.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will promptly furnish such information to each Lender:the Lenders): (a) within 120 Within 105 days after (or, if applicable, such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-K), following the end of each fiscal yearyear (commencing with the fiscal year ending December 31, its 2014), a combined or consolidated balance sheet and related statements of incomeoperations, stockholderscash flows and owners’ equity and cash flows showing the financial condition position of the Borrower and its consolidated the Subsidiaries as of the close of such fiscal year and the combined or consolidated results of its their operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year, all which combined or consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by customary management’s discussion and analysis and audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” qualified as to scope of audit or like qualification or exception and without any qualification or exception as to the scope 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 combined or consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated the Subsidiaries on a combined or consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its combined or consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); (b) Within 60 days (or, if applicable, such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of quarterly reports on Form 10-Q) (or, in the case of the first fiscal quarter for which quarterly financial statements are required to be delivered hereunder, within 45 75 days after following the end of such fiscal quarter), following the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the fiscal quarter ending March 31, its 2014), a combined or consolidated balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition position of the Borrower and its consolidated the Subsidiaries as of the close of such fiscal quarter and the combined or consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, year and setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding prior fiscal year, all of which shall be in reasonable detail and which combined or consolidated balance sheet and related statements of operations and cash flows shall be accompanied by customary management’s discussion and analysis and certified by one a Financial Officer of its Financial Officers the Borrower as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated the Subsidiaries on a combined or consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes; ) (c) concurrently with any it being understood that the delivery by the Borrower of financial statements under paragraph (a) or (b) above, a certificate quarterly reports on Form 10-Q of the accounting firm (in Borrower and their combined or consolidated Subsidiaries shall satisfy the case requirements of paragraph (a)this Section 5.04(b) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 extent such quarterly reports include the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 Flowinformation specified herein); (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish (a) Furnish to the Administrative Agent, which shall furnish to each Lender: (ai) within 120 90 days after the end of each fiscal year, its each of TEGP’s and TEP’s consolidated balance sheet and related statements of income, stockholderspartners’ equity and cash flows showing the financial condition of the Borrower TEGP or TEP, as applicable, and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification (other than an exception or exception explanatory paragraph with respect to the maturity of the Credit Facilities for an opinion delivered in the fiscal year in which such Indebtedness matures) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower TEGP or TEP, as applicable, and its consolidated Subsidiaries subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; (bii) within 45 days after the end of each fiscal quarter (other than the final fiscal quarter of the first three fiscal quarters of each any fiscal year), its each of TEGP’s and TEP’s consolidated balance sheet and related statements of income, stockholderspartners’ equity and cash flows showing the financial condition of the Borrower TEGP or TEP, as applicable, and its consolidated Subsidiaries subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower TEGP or TEP, as applicable, and its consolidated Subsidiaries subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis”; (ciii) concurrently with any delivery of financial statements under paragraph (ai) or (bii) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (the “Compliance Certificate”) in the case form of paragraph Exhibit H (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (ix) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (y) commencing, in the case of paragraph (ii) above, with the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants covenant contained in Sections 6.10, Section 6.11, 6.12 and 6.13 and, in the case . (iv) concurrently with any delivery of a certificate delivered with the financial statements required by paragraph under clause (ai) above, setting forth the Borrower’s calculation an annual budget of Excess Cash FlowTEGP and its consolidated subsidiaries on a consolidated basis, including any forecasts prepared by management of TEGP; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ev) promptly after the same become publicly availablefurnishing thereof, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower any material statement or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding report furnished to any holder of debt of TEGP or all of any of its consolidated subsidiaries pursuant to the functions terms of said Commissionany indenture, loan or with any national securities exchange, credit or distributed similar agreement in a principal amount of at least $10,000,000 and not otherwise required to its shareholders, as be furnished to the case may beLenders pursuant to this Section 5.04; (fvi) promptly after upon the receipt thereof by Holdings or the Borrower or any of their respective subsidiariescreation thereof, a copy notice of any “management letter” received by any such person from its certified public accountants and the management’s response theretoUnrestricted Subsidiary; (gvii) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its such Lender’s 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (iviii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower TEGP or any Subsidiaryof its consolidated subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Information required to be delivered pursuant to Section 5.04(e5.04(a)(i) may be delivered electronically and if so delivered, Section 5.04(a)(ii) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the date (i) on which website of the Borrower posts such documents, or provides a link thereto Securities Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender ▇ and the Administrative Agent have access (whether Compliance Certificate delivered pursuant to Section 5.04(a)(iii) provides a commercial, third-party website or sponsored by statement regarding the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies availability of such documents information on such website. (b) The financial statements delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be accompanied by reasonably detailed segment reporting as required under GAAP, certified by a Financial Officer of TEGP as fairly presenting the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies financial condition and (y) the Borrower shall notify the Administrative Agent and each Lender results of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) operations of such documentssegments in all material respects in accordance with GAAP consistently applied, subject to normal year-end audit adjustments.

Financial Statements, Reports, etc. In Furnish to the case Agent, with copies for each of the Borrower, furnish to the Administrative Agent, which shall furnish to each LenderLenders: (a) within 120 90 days after the end of each Fiscal Year, (i) Consolidated balance sheets and Consolidated income statements showing the financial condition of the Borrowers and their respective subsidiaries as of the close of such Fiscal Year and the results of their operations during such year, and (ii) a Consolidated statement of shareholders' equity and a Consolidated statement of cash flow, as of the close of such Fiscal Year, all the foregoing financial statements to be audited by a Big 6 or other independent public accountants reasonably acceptable to the Agent (which report shall not contain any qualification except with respect to new accounting principles mandated by the Financial Accounting Standards Board), and to be in form and substance reasonably acceptable to the Agent; (i) within 45 days after the end of each fiscal yearquarter (except the fourth fiscal quarter), its consolidated unaudited Consolidated balance sheet sheets and related Consolidated income statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 the financial condition and results of operations of the Borrower Borrowers and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after their respective subsidiaries as of the end of each such quarter, a Consolidated statement of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ shareholders' equity and a Consolidated statement of cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries flow as of the close end of each such fiscal quarter, together with a statement comparing actual results for such quarter and with the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearprojections set forth in paragraph (f) below, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one the Financial Officer of its Financial Officers Jitney Jungle as presenting fairly presenting the financial condition and results of operations of the Borrower Borrowers and its consolidated Subsidiaries on a consolidated basis their respective subsidiaries and as having been prepared in accordance with GAAP generally accepted accounting principles consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding quarter of the preceding year and corresponding figures for the period beginning with the first day of the relevant Fiscal Year and ending on the last day of the relevant fiscal quarter and the corresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments adjustments; and (ii) within 25 days after the end of each fiscal month, unaudited Consolidated balance sheets and Consolidated income statements showing the financial condition and results of operations of the Borrowers and their respective subsidiaries as of the end of such month, a Consolidated statement of shareholders' equity and a Consolidated statement of cash flow as of the end of each such month, together with a statement comparing actual results for such month with the projections set forth in (f) below, certified by the Financial Officer of Jitney Jungle as presenting fairly the financial condition and results of operations of the Borrowers and their respective subsidiaries and as having been prepared in accordance with generally accepted accounting principles consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding month of the preceding year and corresponding figures for the period beginning with the first day of the current Fiscal Year and ending on the last day of the relevant fiscal month and the absence of footnotescorresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments; (c) promptly after the 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 any Borrower or any of their respective subsidiaries with the SEC or any governmental authority that may be substituted therefor, or any national securities exchange (including, without limitation, amendments, modifications and supplements to the Offer to Purchase and any other Tender Offer Documents) and copies of all proxy statements submitted to its shareholders; (i) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm or person referred to therein (x) which certificate shall, in the case of paragraph (a)) or the certificate of the Financial Officer (in of Jitney Jungle, certify that to the case best of paragraph (b)) opining on his or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that her knowledge no Default or Event of Default or Default has occurred or(including calculations demonstrating compliance, as of the dates of the financial statements being furnished, with the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof and setting forth the computation of Excess Cash Flow for the relevant period) and, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiy) setting forth computations which certificate, in reasonable detail satisfactory the case of the certificate furnished by the independent public accountants referred in paragraph (a) above, may be limited to accounting matters and disclaim responsibility for legal interpretations, but shall in any event certify that to the Administrative Agent best of such accountants' knowledge based solely on normal audit procedures, as of the dates of the financial statements being furnished no Default or Event of Default has occurred under any of the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof (such certificate to include calculations demonstrating compliance with such covenants and the computation of Excess Cash Flow) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and shall in addition certify that in the course of preparing the audit and the certificate referred to herein, such accountants have not become aware of the occurrence of any other Default or Event of Default and, if such a Default or Event of Default has occurred, specifying the nature thereof; provided, however, that any certificate delivered concurrently with (a) above shall be signed by the Financial Officer of Jitney Jungle in addition to the independent public accountants; (e) concurrently with any delivery under (a) above, a management letter, if any, prepared by the independent public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of the Borrowers and their respective subsidiaries; (f) within 30 days after the beginning of each Fiscal Year, a summary of business plans and financial operation projections (including, without limitation, with respect to Excess Cash Flow and Capital Expenditures) for the Borrowers and their respective subsidiaries for such Fiscal Year (including fiscal month balance sheets, statements of income and of cash flow, an Undrawn Availability forecast, an Excess Cash Flow forecast and a forecast as to compliance with the covenants contained in Sections 6.107.07, 6.117.08, 6.12 7.09, 7.10 and 6.13 and7.11 hereof), prepared by management and in form, substance and detail (including, without limitation, principal assumptions) reasonably satisfactory to the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash FlowAgent; (di) within 90 no later than 14 days after the beginning end of each fiscal year month, a certificate, in form, substance and detail reasonably satisfactory to the Agent, in substantially the form annexed hereto as Exhibit K-1, of the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower, a detailed consolidated budget for demonstrating compliance as at the close of business on the last Saturday of such fiscal year month with the Borrowing Base of the Borrowers (including a projected consolidated balance sheet particulars as to the Loans made and related statements the Letters of projected operations and cash flows as Credit Usage during such month with respect to each of the end Borrowers), together with a reconciliation of all collections made with respect to the Borrowers and for the Guarantors during such fiscal year month, on a consolidated and setting forth an individual basis and (ii) no later than Monday of each week, a certificate in form, substance and detail reasonably satisfactory to the assumptions used for purposes Agent, in substantially the form annexed hereto as Exhibit K-2, of preparing the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower (including, without limitation, the amount of inventory held by such budget) andBorrower), promptly when available, any significant revisions demonstrating compliance as at the close of business on Saturday of the preceding week with the individual Borrowing Base of such budgetBorrower; (eh) promptly after upon the same become publicly availablerequest of the Agent, copies a certificate, in form, substance and detail reasonably satisfactory to the Agent, of the Financial Officer of (i) each of the Borrowers demonstrating compliance with the individual Borrowing Base of such Borrower as at such previous date as Agent shall reasonably request, together with a reconciliation of all periodic collections made with respect to the Borrowers and other reports, proxy statements the Guarantors since the date of the most recent reconciliation delivered to the Agent under this clause (h) or clause (g) above through such date and other materials filed by Holdings, the Borrower or any Subsidiary (ii) Jitney Jungle on a consolidated basis demonstrating compliance with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all Borrowing Base of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, Borrowers as the case may beat such previous date as Agent shall reasonably request; (fi) promptly after immediately upon becoming aware thereof, notice to the receipt thereof Agent of the breach beyond any applicable grace period by Holdings or the Borrower any party of any material agreement with any Borrower, any Guarantor or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ij) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including, without limitation, profit and loss information on a store by store basis, as well as supplemental expense information. Documents required At the reasonable request of any Lender, the Agent agrees to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts promptly forward such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents request for information to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsBorrowers.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which The Company shall furnish the following to each Lenderholder of Series B Preferred Stock and each Securityholder whose Percentage Ownership exceeds 5%: (a) within 120 Within ninety (90) days after the end of each fiscal yearyear of the Company, its a consolidated audited balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related consolidated audited statements of income, stockholders’ equity and cash flows showing for the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results then ended, prepared in accordance with generally accepted accounting principles with an opinion thereon by a firm of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied selected by an opinion of such accountants (which opinion shall be 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 the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedBoard; (b) within 45 Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal yearquarter, its a consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles (without footnotes or year-end adjustments) and certified by the Chief Financial Officer of the Company, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of to be for such fiscal quarter and for the results of its operations and period from the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion beginning of the fiscal year to the end of such quarter, in each case, with comparative statements for the prior fiscal year; (iii) Within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year), a consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, and comparative figures for the same periods in the immediately preceding fiscal yearstockholders’ equity, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis unaudited but prepared in accordance with GAAP consistently applied, subject to normal generally accepted accounting principles (without footnotes or year-end audit adjustments adjustments) and certified by the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate Chief Financial Officer of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying Company, such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows to be as of the end of such month and such consolidated statements of income and stockholders’ equity to be for such month and for such the period from the beginning of the fiscal year and setting forth to the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions end of such budgetmonth, in each case with comparative statements for the prior fiscal year; (eiv) promptly No later than thirty (30) days after the same become publicly availablestart of each fiscal year, copies consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its Subsidiaries in respect of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may besuch fiscal year; (fv) promptly after Promptly following receipt by the receipt thereof Company, each audit response letter, accountant’s management letter and other written report submitted to the Company by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person from its certified independent 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 connection 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 an annual or any Lender, on and after the effectiveness interim audit of the applicable provisions books of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower Company or any of its ERISA Affiliates may request with respect Subsidiaries; (vi) Promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that could reasonably be expected to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) have a material adverse effect on the Company’s business, financial condition or results 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 thereofoperations; and (ivii) promptlyPromptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs and financial condition of Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any Company and its Subsidiaries as such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsSecurityholder reasonably may request.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” section; (c) within 30 days after the end of the first two fiscal months of each fiscal quarter, the Borrower’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with comparison to the Borrower’s budgets of comparable information for such periods; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in form reasonably satisfactory to the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Lender (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or a Default has occurred, 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 Lender demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 Section 6.11 and 6.13 and, 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; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetSection 6.12; (e) (i) within 15 days following the Closing Date, (A) an annual budget for fiscal year 2008 in form satisfactory to the Lender, (B) a corporate outlook report for fiscal year 2009 in form satisfactory to the Lender and (C) a briefing paper on the proposed divestiture program, identifying businesses expected to be sold, the anticipated value of those businesses and the expected timing of those sales, (ii) within 45 days following the end of each fiscal quarter of each fiscal year, an update to the budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year and an updated briefing report on the proposed divestiture program and (iii) promptly and in any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (e); (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholdersshareholders generally, as the case may bebe (except that the Borrower and its Subsidiaries shall not be obligated to furnish to the Lender copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”) or are on the Borrower’s website and (ii) the Borrower has provided the Lender with notice that such materials have been so posted); (fg) promptly following delivery thereof to the board of directors of the Borrower, copies of board packages and presentations; (h) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gi) promptly as soon as available but not later than 150 days after the request close of each fiscal year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary (if applicable), the Annual Statement to be certified by any Lendera Responsible Officer of such Insurance Subsidiary, all documentation such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited 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 Actcertified by independent certified public accountants of recognized national standing; (hj) promptly as soon as available but not later than 75 days after the request by the Administrative Agent or any Lender, on and after the effectiveness close of each of the applicable provisions first three fiscal quarters of the Pension Acteach fiscal year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary (iif applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (k) any documents described in Section 101(k)(1) of ERISA that promptly following the delivery thereof to, or receipt thereof by the Borrower or any of its ERISA Affiliates may request Subsidiaries, any draft or final examination reports, risk-adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable law, rule or regulation, or any other report with respect to, any Insurance Subsidiary; (l) within 90 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (m) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Multiemployer Plan Insurance Subsidiary that the Borrower or such Insurance Subsidiary may file with the applicable Department; (n) prior to the filing thereof, copies of any proposed filing on Form D and (ii) any notices described in Section 101(l)(1) of ERISA supporting materials that the Borrower or any Insurance Subsidiary intends to file with any applicable Department; (o) not later than 10:00 a.m., New York City time, on Monday of its ERISA Affiliates each week (or more frequently as the Lender may request from time to time in its sole discretion) (i) a cash report in a form satisfactory to the Lender evidencing compliance with respect to any Multiemployer Plan; provided that if Section 6.12 as at the close of business on the immediately preceding Business Day and (ii) a statement of projected cash receipts and cash disbursements for the Borrower or any and its Subsidiaries for each week in the period of its ERISA Affiliates has 13 weeks commencing with the immediately following week, in a form satisfactory to the Lender; (p) not requested such documents or notices from later than five days following the administrator or sponsor Closing Date (i) a copy of the applicable Multiemployer PlanPermitted Investments Policy, and (ii) a schedule, in form satisfactory to the Borrower or Lender, of all Investment Commitments outstanding on 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 thereofClosing Date; (q) commencing five days following the Closing Date, daily risk assessment profile reports in form satisfactory to the Lender; and (ir) promptly, from time to time, such other information regarding information, including such additional regular financial, management and other reports, as the Lender shall request in consultation with the Borrower to enable the Lender to monitor the business, assets, liabilities, operations, business affairs condition, results and financial condition prospects of Holdings, the Borrower or any Subsidiaryand its Subsidiaries, or their compliance with the terms of any the Loan DocumentDocuments, as and the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on regulatory environment in which the Borrower posts such documents, and its Subsidiaries operate. The Borrower shall take all steps necessary or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored requested by the Administrative Agent); provided that: (x) Lender to establish a reporting regime that satisfies the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender objective of the posting of any such documents and provide to preceding sentence as promptly as practicable following the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsClosing Date.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, Agent (which shall will promptly furnish such information to each Lender:the Lenders): (a) within Within (x) 120 days after the end of each fiscal yearyear or (y) 5 days after the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Securities Exchange Act, its commencing with the fiscal year ending December 31, 2023, (i) at any time when the Holding Company Condition is met, (A) the Parent Company’s audited consolidated balance sheet and related statements of incomeoperations, stockholdersshareholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of such fiscal year and the results of its operations and the operations of such Subsidiaries during for such year, together with setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all audited reported on by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification qualification, commentary or exception (other than an exception or explanatory paragraph with respect to the maturity of the Revolving Facility for an opinion delivered in the fiscal year in which such Indebtedness matures and the ability to meet future Financial Performance Covenants) and without any qualification qualification, commentary or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (B) to the extent that there are differences between the financial information for the Parent Company and its consolidated Subsidiaries, on the one hand, and the financial information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand, a reconciliation that shows such differences and (ii) at any other time, (A) the Parent Company’s audited consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception (other than an exception or explanatory paragraph with respect to the maturity of the Revolving Facility for an opinion delivered in the fiscal year in which such Indebtedness matures and the ability to meet future Financial Performance Covenants) and without any qualification, commentary or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (B) unaudited consolidating financial information prepared by the Borrower as a schedule to the audited consolidated financial statements, showing any adjustments to the audited consolidated financial statements which are necessary to demonstrate the financial condition and results of operations of the Borrower and its consolidated Subsidiaries, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within (x) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear or (y) five (5) days after the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Securities Exchange Act, its commencing with the fiscal quarter ending September 30, 2023, (i) at any time when the Holding Company Condition is met (A) the Parent Company’s consolidated balance sheet and related statements statement of incomeoperations, stockholdersshareholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close end of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during for such fiscal quarter and the then elapsed portion of the fiscal yearyear and (B) to the extent that there are differences between the financial information for the Parent Company and its consolidated Subsidiaries, on the one hand, and comparative figures the financial information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand, a reconciliation that shows such differences and (ii) at any other time, (A) the Parent Company’s consolidated balance sheet and related statement of operations, shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the same periods in then elapsed portion of the immediately preceding fiscal yearyear and (B) consolidating financial information prepared by the Borrower as a schedule to the consolidated financial statements, all certified by one of its Financial Officers as fairly presenting showing any adjustments to the consolidated financial statements which are necessary to demonstrate the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesSubsidiaries; (c) concurrently with any delivery of financial statements under paragraph (aSection 5.04(a) or (bSection 5.04(b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Borrower (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth computations a computation of the Financial Performance Covenants in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 FlowAgent; (d) within 90 days after concurrently with the beginning delivery of each fiscal year financial statements under Section 5.04(a), a certificate executed by a Responsible Officer of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet Borrower certifying compliance with Section 5.02(c) and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions providing evidence of such budgetcompliance, including without limitation copies of any flood hazard determination forms required to be delivered pursuant to Section 5.02(c); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, the Borrower or any Subsidiaryof its Relevant 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); (f) within 45 days after the end of the fiscal quarter ending March 31 and September 30 of each year, a certificate of a Responsible Officer of the Borrower certifying as to (i) all real property and/or Rights of Ways acquired by the Borrower or any Lender other Loan Party (including a list and description showing the lessor, lessee, lease date, recording information and legal description for each of the Disposal Leases (which Disposal Leases shall be grouped by the applicable Disposal Well) and a sufficient description of any other Midstream Assets), and all Material Contracts entered into by the Borrower or any other Loan Party, during the immediately prior two fiscal quarter period, together with copies of all such Material Contracts, Rights of Way, real property conveyance instruments to the extent not previously provided and all other information reasonably requested by the Administrative Agent relating to the same and (ii) certifying that the Mortgage Requirement is satisfied; (g) to the extent not included in any public filings required to be filed with the SEC, within 45 days after the end of each fiscal quarter, beginning with the fiscal quarter ending September 30, 2023, a quarterly volume statement (for the avoidance of doubt, such reports may be in the form of copies of any comparable report prepared for management or the board of Borrower or in such other form as may be reasonably request. Documents acceptable to the Administrative Agent); (h) to the extent not already provided in connection with any financials delivered in connection with a Material Project EBITDA Adjustment, within 45 days after the end of each fiscal quarter, beginning with the fiscal quarter ending September 30, 2023, a quarterly construction progress report outlining any ongoing Material Projects (for the avoidance of doubt, such reports may be in the form of copies of any comparable report prepared for management or the board of Borrower or in such other form as may be reasonably acceptable to the Administrative Agent); and (i) no later than ninety (90) days following the first day of each fiscal year of the Borrower, a summary level budget for such fiscal year in form customarily prepared by the Borrower; provided that to the extent any such documents required to be delivered pursuant to this Section 5.04(e) may be delivered electronically and if so delivered5.04 are included in materials filed with the SEC, such documents shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests under this Agreement on the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any date such documents and provide to are made publicly available by the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsSEC.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” provision; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (a Financial Officer in the case form of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Exhibit F (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.11 and 6.12 and 6.13 and, 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; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to their knowledge, as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Sections 6.10, 6.11 or 6.12 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail. (e) within 90 30 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget); (ef) promptly after the same become publicly available, copies of all the Borrower’s periodic reports on Form 10-K, Form 10-Q and other reports, Form 8-K and proxy statements and other materials on Schedule 14A filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiariesSubsidiary, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gh) promptly after the written 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, The Borrower shall be deemed to have been delivered on satisfied the date requirements of clauses (ia), (b) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copiesf) of such documentsthis Section 5.04 by filing the information described therein with the Securities and Exchange Commission within the specified time period.

Financial Statements, Reports, etc. In the case of the Borrower, furnish (a) The Borrower shall deliver or cause to be delivered to the Administrative Agent, which shall furnish Agent for distribution to each Lender: (ai) within 120 30 days after the end of each fiscal yearmonth in each Fiscal Year until the Supplemental Audit Report Date, its consolidated and thereafter for so long as Monthly Financial Packages are provided under the Senior Subordinated Credit Agreement, the Monthly Financial Package; (ii) not later than the earlier to occur of (x) 50 days after the end of each of the first three quarters of each Fiscal Year of the Borrower ending after December 31, 2004 (or in the case of any fiscal quarter of Fiscal Year 2005, the later of such 50 days and the Supplemental Audit Report Date) and (y) the date on which the Borrower is required to file or files financial statements with respect to the applicable fiscal quarter with the SEC, a balance sheet and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower and its the Subsidiaries on a consolidated Subsidiaries as basis for such calendar quarter and for the period beginning on the first day of such Fiscal Year of the close Borrower and ending on the last day of such fiscal year quarter, (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the results of its operations and the operations of such Subsidiaries during such yearfinancial covenants set forth in Section 6.01), together with statements in comparative figures form for the immediately corresponding date or period in the preceding fiscal yearFiscal Year of the Borrower as summarized in the Form 10-Q of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, all audited and certified by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception Financial Officer as to the scope of such audit) to the effect that such consolidated financial statements presenting fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) on the Audit Report Date with respect to the Fiscal Years covered by the audited financial statements provided on such date, and on the Supplemental Audit Report Date with respect to the Fiscal Year 2004 and thereafter not later than the earlier to occur of (x) 100 days after the end of each Fiscal Year of the Borrower and (y) the date on which the Borrower is required to file or files financial statements with respect to the applicable Fiscal Year with the SEC, financial statements (including a balance sheet, a statement of income, a statement of stockholders' equity and a statement of cash flows) of the Borrower and the Subsidiaries on a consolidated basis as of the end of and for such Fiscal Year (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the financial covenants set forth in Section 6.01), together with statements in comparative form as of the end of and for the preceding Fiscal Year as summarized in the Form 10-K of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, and accompanied by a report of PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit other than as to matters relating to historical costs of fixed assets), which opinion shall state in effect that such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with GAAP consistently applied and (C) present fairly the financial condition and results of operations of the Borrower and the Subsidiaries for the period covered; (iv) concurrently with any delivery of financial statements under paragraph clause (aii) or (biii) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (iA) certifying that no Event of Default or as to whether a Default has occurred orand, if such an Event of Default or a Default has occurred, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and thereto; (iiB) setting forth computations in reasonable detail satisfactory to the Administrative Agent reasonably detailed calculations demonstrating compliance with Section 6.01; (C) stating whether any change in GAAP or in the covenants contained in Sections 6.10application thereof has occurred since December 31, 6.11, 6.12 and 6.13 2004 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and (D) in the case of a certificate delivered with the audited financial statements required by paragraph (a) abovefor Fiscal Year 2004, setting forth a computation of the Borrower’s calculation 's Consolidated Tangible Assets as of Excess Cash FlowDecember 31, 2004; (dv) within 90 days after not later than March 31, 2006 and, in respect of Fiscal Year 2006 and thereafter not later than the beginning end of each fiscal year Fiscal Year in respect of the next succeeding Fiscal Year (A) the annual business plan of the Borrower and its Subsidiaries for such Fiscal Year approved by the Board of Directors of the Borrower, a detailed consolidated budget (B) forecasts prepared by management of the Borrower for each fiscal month in such Fiscal Year and (C) forecasts prepared by management of the Borrower for such fiscal year Fiscal Year and the four Fiscal Years thereafter, including, in each instance described in clauses (including B) and (C) above, (x) a projected year-end consolidated balance sheet and related statements income statement and statement of projected operations and cash flows as and (y) a statement of all of the end of and for material assumptions on which such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetforecasts are based; (evi) promptly after contemporaneously with the same become publicly availabledistribution thereof to the Borrower's or any Subsidiary's stockholders or partners or the filing thereof with the SEC, as the case may be, copies of all periodic and other statements, reports, proxy statements notices and other materials filed filings distributed by Holdings, the Borrower or any Subsidiary to its stockholders or partners or filed with the Securities SEC (including reports on Forms 10-K, 10-Q and Exchange Commission, 8-K) or any Governmental Authority succeeding to any or all of the functions of said Commission, the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be; (fvii) promptly after the receipt thereof by Holdings occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower, the Subsidiaries and all ERISA Affiliates in an aggregate amount exceeding $5,000,000, a certificate of a Financial Officer setting forth the details as to such ERISA Event and the action that the Borrower, such Subsidiary or such ERISA Affiliate has taken or will take with respect thereto; (viii) promptly after the Borrower or any Subsidiary becomes aware of their respective subsidiariesthe commencement thereof, a copy notice of any “management letter” received by investigation, action, suit or proceeding before any such person from Governmental Authority involving the condemnation or taking under the power of eminent domain of any material portion of its certified public accountants and property or the management’s response theretorevocation or suspension of any material permit, license, certificate of need or other governmental requirement applicable to any of its properties or assets; (gix) 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, on and after the effectiveness within 10 days of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA that receipt by the Borrower or any Subsidiary, copies of its ERISA Affiliates may request with respect to all material deficiency notices, compliance orders or adverse reports issued by any Multiemployer Plan and (ii) Governmental Authority or accreditation commission having jurisdiction over the licensing, accreditation or operation of any notices described in Section 101(l)(1) properties or assets of ERISA that the Borrower or any Subsidiary or by any Governmental Authority or private insurance company pursuant to a provider agreement, which, if not timely complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any license, certification or accreditation necessary in order for such Person to carry on 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 business as then conducted or the applicable ERISA Affiliate shall promptly make a request for termination of any material insurance or reimbursement program available to such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; andPerson; (ix) promptly, from time to timepromptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request; and (xi) contemporaneously with the distribution thereof, copies of all statements, reports, notices and other documents delivered by the Borrower or any Subsidiary pursuant to or in satisfaction of requirements set forth in the Senior Subordinated Credit Agreement (to the extent such documents shall not already have been delivered hereunder). Documents Information required to be delivered pursuant to this Section 5.04(e5.01(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted by the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet IntraLinks or intranet website, if any, similar site to which all of the Lenders have been granted access (and a confirming electronic correspondence shall have been delivered to each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agentproviding notice of such posting); provided that: (x) that the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or information to any Lender that so requests such delivery. (b) The Borrower will cause (i) the Borrower Audit Report Date to deliver such paper copies occur on or before June 30, 2005 and (yii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide Supplemental Audit Report Date to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsoccur on or before December 31, 2005.

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to Agent and each Lender: (a) within 120 90 days after the end of each fiscal year, its consolidated and consolidating balance sheet and related statements of incomeoperations, stockholders’ ' equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP WithumSmith + Brown, P.C. or other independent public accountants of recognized national n▇▇▇▇▇al standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which opinion shall be 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 the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity operations and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and together with comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its the Financial Officers of the Borrower as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesadjustments; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 Flowthereto; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) so long as Borrower is not prohibited by law from doing so, promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiariesits Subsidiaries, a copy of any “"management letter” " received by any such person from its certified public accountants and the management’s '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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ih) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In Furnish to the case Agent, with copies for each of the Borrower, furnish to the Administrative Agent, which shall furnish to each LenderLenders: (a) within 120 90 days after the end of each Fiscal Year, (i) Consolidated balance sheets and Consolidated income statements showing the financial condition of the Borrowers and their respective subsidiaries as of the close of such Fiscal Year and the results of their operations during such year, and (ii) a Consolidated statement of shareholders' equity and a Consolidated statement of cash flow, as of the close of such Fiscal Year, all the foregoing financial statements to be audited by a Big 6 or other independent public accountants reasonably acceptable to the Agent (which report shall not contain any qualification except with respect to new accounting principles mandated by the Financial Accounting Standards Board), and to be in form and substance reasonably acceptable to the Agent; (i) within 45 days after the end of each fiscal yearquarter (except the fourth fiscal quarter), its consolidated unaudited Consolidated balance sheet sheets and related Consolidated income statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 the financial condition and results of operations of the Borrower Borrowers and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after their respective subsidiaries as of the end of each such quarter, a Consolidated statement of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ shareholders' equity and a Consolidated statement of cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries flow as of the close end of each such fiscal quarter, together with a statement comparing actual results for such quarter and with the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal yearprojections set forth in paragraph (f) below, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one the Financial Officer of its Financial Officers Jitney Jungle as presenting fairly presenting the financial condition and results of operations of the Borrower Borrowers and its consolidated Subsidiaries on a consolidated basis their respective subsidiaries and as having been prepared in accordance with GAAP generally accepted accounting principles consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding quarter of the preceding year and corresponding figures for the period beginning with the first day of the relevant Fiscal Year and ending on the last day of the relevant fiscal quarter and the corresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments adjustments; and (ii) within 25 days after the end of each fiscal month, unaudited Consolidated balance sheets and Consolidated income statements showing the financial condition and results of operations of the Borrowers and their respective subsidiaries as of the end of such month, a Consolidated statement of shareholders' equity and a Consolidated statement of cash flow as of the end of each such month, together with a statement comparing actual results for such month with the projections set forth in (f) below, certified by the Financial Officer of Jitney Jungle as presenting fairly the financial condition and results of operations of the Borrowers and their respective subsidiaries and as having been prepared in accordance with generally accepted accounting principles consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding month of the preceding year and corresponding figures for the period beginning with the first day of the current Fiscal Year and ending on the last day of the relevant fiscal month and the absence of footnotescorresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments; (c) promptly after the 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 any Borrower or any of their respective subsidiaries with the SEC or any governmental authority that may be substituted therefor, or any national securities exchange (including, without limitation, amendments, modifications and supplements to the Offer to Purchase and any other Tender Offer Documents) and copies of all proxy statements submitted to its shareholders; (i) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm or person referred to therein (x) which certificate shall, in the case of paragraph (a)) or the certificate of the Financial Officer (in of Jitney Jungle, certify that to the case best of paragraph (b)) opining on his or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that her knowledge no Default or Event of Default or Default has occurred or(including calculations demonstrating compliance, as of the dates of the financial statements being furnished, with the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof and setting forth the computation of Excess Cash Flow for the relevant period) and, if such an a Default or Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiy) setting forth computations which certificate, in reasonable detail satisfactory the case of the certificate furnished by the independent public accountants referred in paragraph (a) above, may be limited to accounting matters and disclaim responsibility for legal interpretations, but shall in any event certify that to the Administrative Agent best of such accountants' knowledge based solely on normal audit procedures, as of the dates of the financial statements being furnished no Default or Event of Default has occurred under any of the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof (such certificate to include calculations demonstrating compliance with such covenants and the computation of Excess Cash Flow) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and shall in addition certify that in the course of preparing the audit and the certificate referred to herein, such accountants have not become aware of the occurrence of any other Default or Event of Default and, if such a Default or Event of Default has occurred, specifying the nature thereof; provided, however, that any certificate delivered concurrently with (a) above shall be signed by the Financial Officer of Jitney Jungle in addition to the independent public accountants; (e) concurrently with any delivery under (a) above, a management letter, if any, prepared by the independent public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of the Borrowers and their respective subsidiaries; (f) within 30 days after the beginning of each Fiscal Year, a summary of business plans and financial operation projections (including, without limitation, with respect to Excess Cash Flow and Capital Expenditures) for the Borrowers and their respective subsidiaries for such Fiscal Year (including fiscal month balance sheets, statements of income and of cash flow, an Undrawn Availability forecast, an Excess Cash Flow forecast and a forecast as to compliance with the covenants contained in Sections 6.107.07, 6.117.08, 6.12 7.09, 7.10 and 6.13 and7.11 hereof), prepared by management and in form, substance and detail (including, without limitation, principal assumptions) reasonably satisfactory to the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash FlowAgent; (di) within 90 no later than 14 days after the beginning end of each fiscal year month, a certificate, in form, substance and detail reasonably satisfactory to the Agent, in substantially the form annexed hereto as Exhibit K-1, of the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower, a detailed consolidated budget for demonstrating compliance as at the close of business on the last Saturday of such fiscal year month with the Borrowing Base of the Borrowers (including a projected consolidated balance sheet particulars as to the Loans made and related statements the Letters of projected operations and cash flows as Credit Usage during such month with respect to each of the end Borrowers), together with a reconciliation of all collections made with respect to the Borrowers and for the Guarantors during such fiscal year month, on a consolidated and setting forth an individual basis and (ii) no later than Monday of each week, a certificate in form, substance and detail reasonably satisfactory to the assumptions used for purposes Agent, in substantially the form annexed hereto as Exhibit K-2, of preparing the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower (including, without limitation, the amount of inventory held by such budget) andBorrower), promptly when available, any significant revisions demonstrating compliance as at the close of business on Saturday of the preceding week with the individual Borrowing Base of such budgetBorrower; (eh) promptly after upon the same become publicly availablerequest of the Agent, copies a certificate, in form, substance and detail reasonably satisfactory to the Agent, of the Financial Officer of (i) each of the Borrowers demonstrating compliance with the individual Borrowing Base of such Borrower as at such previous date as Agent shall reasonably request, together with a reconciliation of all periodic collections made with respect to the Borrowers and other reports, proxy statements the Guarantors since the date of the most recent reconciliation delivered to the Agent under this clause (h) or clause (g) above through such date and other materials filed by Holdings, the Borrower or any Subsidiary (ii) Jitney Jungle on a consolidated basis demonstrating compliance with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all Borrowing Base of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, Borrowers as the case may beat such previous date as Agent shall reasonably request; (fi) promptly after immediately upon becoming aware thereof, notice to the receipt thereof Agent of the breach beyond any applicable grace period by Holdings or the Borrower any party of any material agreement with any Borrower, any Guarantor or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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 (ij) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including, without limitation, profit and loss information on a store by store basis, as well as supplemental expense information. Documents required At the reasonable request of any Lender, the Agent agrees to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts promptly forward such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents request for information to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsBorrowers.

Financial Statements, Reports, etc. In Furnish to the Administrative Agent and, in the case of Section 5.04(f) or (g), the Borrower, furnish to the Administrative Agent, which shall furnish to each applicable Lender: (a) within 120 days five Business Days after the end of date in each fiscal yearyear on which the U.S.Parent Borrower is required to file its Annual Report on Form 10-K with the SEC (or would be required if the U.S.Parent Borrower is no longer required to file regular and periodic reports with the SEC), its in each case without giving effect to any extension thereof, the audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows of the U.S.Parent Borrower, showing the its consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries its consolidated subsidiaries during such year, together with year and setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a subject to any “going concern” or like qualification or exception and without or any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the U.S.Parent Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days five Business Days after the end of each of the first three fiscal quarters of date in each fiscal yearyear on which the U.S.Parent Borrower is required to file a Quarterly Report on Form 10-Q with the SEC (or would be required if the U.S.Parent Borrower is no longer required to file regular and periodic reports with the SEC), its in each case without giving effect to any extension thereof, the unaudited consolidated balance sheet sheets and related condensed statements of income, stockholders’ equity operations and cash flows of the U.S.Parent Borrower, showing the its consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries its consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, year and setting forth in each case in comparative form the figures for the same periods corresponding period in the immediately preceding previous fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the U.S.Parent Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case form of paragraph Exhibit G (a)a “Compliance Certificate”) or of a Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 reasonably satisfactory to the Administrative Agent Agents demonstrating compliance with the covenants contained in Sections 6.10, 6.10 and 6.11, 6.12 and 6.13 and, 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; (d) within 90 days after promptly upon receipt thereof, copies of any audit or other reports delivered to the beginning board of each fiscal year directors of the Borrower, a detailed U.S.Parent Borrower (or the audit committee of such board) by an independent registered public accounting firm in connection with such firm’s audit of the consolidated budget for such fiscal year (including a projected consolidated balance sheet and related financial statements of projected operations and cash flows as the U.S.Parent Borrower if such reports identify material weaknesses in internal controls over financial reporting of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetU.S.Parent Borrower; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than filings under Section 16 of the Securities Exchange Act of 1934) filed by Holdings, the U.S.Parent Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be, and all press releases; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiariespromptly, following 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 antiAnti-money laundering rules and regulationsMoney Laundering Laws, including the USA PATRIOT Patriot Act; (hg) promptly after the promptly, following a request by the Administrative Agent or any Lender, on and after the effectiveness an updated organizational chart of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA that the U.S.Parent Borrower or any of and 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 thereofsubsidiaries; and (ih) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower Borrowers or any Subsidiary, or compliance with the terms of any Loan Document, as the Applicable Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to this Section 5.04(e) 5.04 may be delivered electronically and if so deliveredand, in the case of Sections 5.04(a), (b) or (e) shall be deemed to have been delivered on the date (i) on which the Borrower posts if such documents, or provides one or more annual, quarterly or other reports or filings containing such documents (including, in the case of certifications required pursuant to Section 5.04(b), the certifications accompanying any such quarterly report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), (i) shall have been posted or provided a link thereto to on the U.S.Parent Borrower’s website on the Internet at h▇▇▇▇://://▇▇▇.▇▇▇▇▇.▇▇▇, (ii) shall be available on the website of the SEC at h▇▇▇://▇▇▇.▇▇▇/www/strlab/; .▇▇▇ or (iiiii) on which such documents are shall have been posted on the U.S.Parent Borrower’s behalf on an Internet SyndTrak or intranet another website, if any, to which each Lender and the Administrative Agent Agents have access (whether a commercial, third-party website or whether sponsored by the an Administrative Agent); . No Administrative Agent shall have an obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the U.S.Parent Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The U.S.Parent Borrower hereby acknowledges that (a) the Agents will make available to the Lenders and the Issuing Banks materials and/or information provided that: by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any Loan Party or its securities) (each, a “Public Lender”). If any Borrower Materials are designated by the Loan Parties as “PRIVATE”, such Borrower Materials will not be made available to that portion of the Platform designated “Public Investor,” which is intended to contain only information that (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or prior to any Lender public offering of securities by any Loan Party, is of a type that so requests would be contained in a customary offering circular for an offering of debt securities made in reliance on Rule 144A under the Borrower to deliver such paper copies and Securities Act or (y) the following any public offering of securities by a Loan Party, is either publicly available or not material information (though it may be sensitive and proprietary) with respect to such Loan Party or its securities for purposes of United States Federal and State securities laws. The Agents shall be entitled to treat any Borrower shall notify the Administrative Agent and each Lender of the posting of Materials that are not marked “PRIVATE” or “CONFIDENTIAL” as not containing any such documents and provide material non-public information with respect to the Administrative Agent by electronic mail electronic versions Loan Parties or any securities for purposes of United States Federal and state securities laws (i.e. soft copies) of provided, however, that to the extent such documentsBorrower Materials constitute Information, they shall be treated as set forth in Section 9.16).

Financial Statements, Reports, etc. In the case of the Borrower, Furnish to each Administrative Agent (which will promptly furnish such information to the Administrative Agent, which shall furnish to each Lender:Lenders): (a) within 120 90 days after the end of each fiscal yearyear (commencing with the first fiscal year ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of comprehensive income, stockholders’ equity equity, and cash flows showing the financial condition position of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year, all which consolidated balance sheet and related consolidated statements of comprehensive income, stockholders’ equity, and cash flows shall be accompanied by customary management’s discussion and analysis and audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” qualified as to scope of audit or like qualification or exception and without any qualification or exception as to the scope 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 incurred under or permitted by this Agreement occurring within one year from the time such auditopinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein and are delivered within the time period specified above); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of income, stockholders’ equity comprehensive income and cash flows showing the financial condition position of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, year and setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related consolidated statements of comprehensive income 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 one a Financial Officer of its Financial Officers the Borrower on behalf of the Borrower as fairly presenting presenting, in |US-DOCS\123898161.25157781893.13|| all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes) (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 are delivered within the time period specified above); (c) concurrently with within ten (10) Business Days of any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Borrower (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail in a form reasonably satisfactory to the PR Administrative Agent calculating the First Lien Secured Net Leverage Ratio and demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 Financial Covenant (if applicable) and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (aiii) above, setting forth the Borrower’s calculation and uses of Excess Cash Flowthe Available Amount for the fiscal period then ended if the Borrower shall have used the Available Amount for any purpose during such fiscal period; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by any Administrative Agent, other materials filed by Holdings, the Borrower or any Subsidiary of the Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeSEC, or distributed to its shareholdersstockholders 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 case may bewebsite of the Borrower or the website of the SEC; (e) [reserved]; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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[reserved]; and (ig) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiaryof the Subsidiaries, or compliance with the terms of any Loan Document, as the in each case any Administrative Agent or any Lender may reasonably requestrequest (for itself or on behalf of any Lender). Documents required The Borrower acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are hereby deemed to be delivered pursuant Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 5.04(e) 9.17 and may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored treated by the Administrative Agent); provided that: Agents and the Lenders as if the same had been marked “PUBLIC” in accordance with Section 9.17 (x) unless the Borrower shall deliver paper copies of such documents to otherwise notifies the Administrative Agent if it so requests Agents in writing on or prior to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsdelivery thereof).

Financial Statements, Reports, etc. In the case of the Borrower, Furnish to each Administrative Agent (which will promptly furnish such information to the Administrative Agent, which shall furnish to each Lender:Lenders): (a) within 120 90 days after the end of each fiscal yearyear (commencing with the first fiscal year ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of comprehensive income, stockholders’ equity equity, and cash flows showing the financial condition position of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its their operations and the operations of such Subsidiaries during such year, together with year and setting forth in comparative form the corresponding figures for the immediately preceding prior fiscal year, all which consolidated balance sheet and related consolidated statements of comprehensive income, stockholders’ equity, and cash flows shall be accompanied by customary management’s discussion and analysis and audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without a “going concern” qualified as to scope of audit or like qualification or exception and without any qualification or exception as to the scope 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 incurred under or permitted by this Agreement occurring within one year from the time such auditopinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present present, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(it being understood that the delivery by the Borrower of annual reports on Form 10‑K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein and are delivered within the time period specified above); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter ending after the Closing Date), its a consolidated balance sheet and related consolidated statements of income, stockholders’ equity comprehensive income and cash flows showing the financial condition position of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, year and setting forth in comparative form the corresponding figures for the same corresponding periods in of the immediately preceding prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related consolidated statements of comprehensive income 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 one a Financial Officer of its Financial Officers the Borrower on behalf of the Borrower as fairly presenting presenting, in all material respects, the financial condition position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes) (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 are delivered within the time period specified above); (c) concurrently with within ten (10) Business Days of any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in of the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Borrower (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail in a form reasonably satisfactory to the PR Administrative Agent calculating the First Lien Secured Net Leverage Ratio and demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 Financial Covenant (if applicable) and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (aiii) above, setting forth the Borrower’s calculation and uses of Excess Cash Flowthe Available Amount for the fiscal period then ended if the Borrower shall have used the Available Amount for any purpose during such fiscal period; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and and, to the extent requested by any Administrative Agent, other materials filed by Holdings, the Borrower or any Subsidiary of the Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeSEC, or distributed to its shareholdersstockholders 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 case may bewebsite of the Borrower or the website of the SEC; (e) [reserved]; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective 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, on and after the effectiveness of the applicable provisions of the Pension Act, 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[reserved]; and (ig) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiaryof the Subsidiaries, or compliance with the terms of any Loan Document, as the in each case any Administrative Agent or any Lender may reasonably requestrequest (for itself or on behalf of any Lender). Documents required The Borrower acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are hereby deemed to be delivered pursuant Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 5.04(e) 9.17 and may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored treated by the Administrative Agent); provided that: Agents and the Lenders as if the same had been marked “PUBLIC” in accordance with Section 9.17 (x) unless the Borrower shall deliver paper copies of such documents to otherwise notifies the Administrative Agent if it so requests Agents in writing on or prior to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsdelivery thereof).

Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Parent, the Borrower 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, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP Deloitte or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without not include any qualification or exception as to the scope of such auditaudit except that such opinion may contain a going concern qualification solely as a result of the upcoming maturity of the Loans or any prospective inability to satisfy the covenants set forth in Section 6.10 on a future date or for a future period) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Parent, the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision; (b) within 45 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Parent, the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Parent, the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to absence of footnotes and normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” provision; (c) [reserved]; (d) concurrently with any delivery of financial statements under paragraph clause (a) or (b) above, a certificate of the accounting firm (a Financial Officer in the case form of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) Exhibit F (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent Required Lenders demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 Section 6.10 and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (aiii) above, setting forth computations in reasonable detail satisfactory to the Borrower’s calculation Required Lenders of Excess Cash Flowthe amount of capitalized PIK Interest; (de) within 90 75 days after the beginning of each fiscal year of the Borrower, Parent (i) a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year, the projected Retail Segment Revenue for such fiscal year and setting forth the assumptions used for purposes of preparing such budget), which budget has been approved by the board of directors of the Parent (such approved budget, the “Approved Budget”) and, and (ii) promptly when available, any significant revisions of such budgetApproved Budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdingsthe Parent, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Parent, the Borrower or any of their respective subsidiariesthe Subsidiaries, a copy of any “management letter” received by any the Parent, the Borrower or such person Subsidiary from its certified public accountants and the management’s written response theretothereto (if any); (gh) promptly after the reasonable request by any Lender, Lender all documentation and other information that such Lender reasonably requests in order needs 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, on and after the effectiveness of the applicable provisions of the Pension Act, copies of (i) substantially concurrently with any documents described in financial statements, reports, forecasts, board materials or similar financial reporting or diligence materials required to be delivered under Section 101(k)(1) of ERISA that 5.04 under the Borrower First Lien Loan Agreement (or similar provisions under any of its ERISA Affiliates other First Lien Loan Document), such financial statements, reports, forecasts or materials delivered under the First Lien Debt, as may request with respect be amended, supplemented, replaced or otherwise modified from time 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 thereoftime; and (j) promptly (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdingsthe Parent, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, and (ii) any diligence materials and other information with respect to (x) the Collateral, (y) the Parent, the Borrower, the Subsidiaries and their respective businesses, and (z) the Sales Process, in each case, as the Administrative Agent or any Lender may reasonably request. Documents required Notwithstanding anything to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so deliveredthe contrary herein, nothing in this Article V shall be deemed to have been delivered on the date (i) on which require the Borrower posts to provide such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: information (x) the Borrower shall deliver paper copies in respect of which disclosure is prohibited by applicable law or any binding confidentiality or non-disclosure arrangement, in each case, so long as such agreement was not entered into in contemplation of this Agreement or of such documents to the Administrative Agent if it so requests disclosure or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide which is subject to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsattorney-client or similar privilege or constitutes attorney work product.

Financial Statements, Reports, etc. In During the case of the BorrowerRelevant TARP Period, AIG shall furnish to the Administrative Agent, which shall furnish to each LenderUST: (a) within 120 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower AIG and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 Borrower AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;, together with a customary “management discussion and analysis” section; 50 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower AIG and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then- elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” section; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate within 30 days after the end of the accounting firm (first two fiscal months of each fiscal quarter, AIG’s estimate of its consolidated financial results for the current quarter and the full fiscal year in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying which such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 andfiscal month occurs, in the case total and by segment and individual reporting units (i.e., subsegment), together with comparison to AIG’s budgets of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flowcomparable information for such periods; (d) (i) within 90 45 days after following the beginning end of each fiscal year quarter of each fiscal year, an update to the Borrower, a detailed consolidated budget for such the then-current fiscal year, an updated corporate outlook report for the following fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows in substantially the same form as the corresponding reports previously provided to the FRBNY pursuant to Section 5.04(e) of the end FRBNY Credit Facility) and (ii) promptly and in any event within five days, notice of and for such fiscal year and setting forth any material changes to any of the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetreports or updated reports referred to in this paragraph (d); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower AIG or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority Entity succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholdersshareholders generally, as the case may bebe (except that AIG and its Subsidiaries shall not be obligated to furnish to the UST copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”) or are on AIG’s website and (ii) AIG has provided the UST with notice that any such materials relating to or reflecting the occurrence of a Material Adverse Regulatory Event or any other event that could reasonably be expected to have a materially adverse impact upon the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Subsidiary of AIG filing such materials or of AIG and its Subsidiaries, taken as a whole, have been so posted); (f) promptly following delivery thereof to the AIG Board, copies of board packages and presentations; 51 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc (g) promptly after the receipt thereof by Holdings or the Borrower AIG or any of their respective subsidiariesits Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gh) promptly as soon as available but not later than 150 days after the request close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the unaudited Annual Statement of each such Insurance Subsidiary (if required to be prepared by any Lenderthe applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, copies of the unaudited Annual Statement of such Insurance Subsidiary, the Annual Statement and a list of all jurisdictions in which the Annual Statement was filed, to be certified by a Responsible Officer of such Insurance Subsidiary, all documentation such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Entity, audited 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 Actcertified by independent certified public accountants of recognized national standing; (hi) promptly as soon as available but not later than 75 days after the request by the Administrative Agent or any Lender, on and after the effectiveness close of each of the applicable provisions first three fiscal quarters of the Pension Acteach fiscal year of each Insurance Subsidiary of AIG, copies of the Quarterly Statement of such Insurance Subsidiary (iif applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (j) any documents described in Section 101(k)(1) of ERISA that promptly following the Borrower delivery thereof to, or receipt thereof by, AIG or any of its ERISA Affiliates may request Subsidiaries, any draft or final examination reports, risk- adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable Law by, or any other report with respect to, any Insurance Subsidiary of AIG; (k) within 90 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (l) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of 52 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc any Multiemployer Plan Insurance Subsidiary of AIG that AIG or such Insurance Subsidiary may file with the applicable Department; (m) prior to the filing thereof, copies of any proposed filing on Form D and (ii) any notices described in Section 101(l)(1) of ERISA supporting materials that the Borrower AIG or any of its ERISA Affiliates may request Insurance Subsidiaries that is a Domestic Subsidiary intends to file with respect to any Multiemployer Plan; provided applicable Department, and copies of any proposed equivalent filing and any supporting materials that if the Borrower AIG or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the Insurance Subsidiaries that is a Foreign Subsidiary intends to file with any 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; andDepartment; (in) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the UST may request from time to time in its sole discretion) a statement of projected cash receipts and cash disbursements for AIG and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the UST; (o) daily risk assessment profile reports in form satisfactory to the UST; (p) promptly, from time to time, such other information regarding the operationsinformation, business affairs including such additional regular financial, management and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Documentother reports, as the Administrative Agent UST shall request in consultation with AIG to enable the UST to monitor the business, assets, liabilities, operations, condition, results and prospects of AIG and its Subsidiaries, and the regulatory environment in which AIG and its Subsidiaries operate. AIG shall take all steps necessary or any Lender requested by the UST to establish (or, if already established, maintain) a reporting regime that satisfies the objective of the preceding sentence; and (q) such other information and notices as UST may reasonably requestrequest from time to time. Documents Notwithstanding the foregoing, reports required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so deliveredunder paragraphs (h), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or and (iik) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or above with respect to any Lender that so requests the Borrower to deliver Insurance Subsidiary of AIG may be provided as part of a consolidated report for a group of Insurance Subsidiaries of AIG including such paper copies Insurance Subsidiary, consistent with AIG’s past practices and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsin accordance with applicable Laws.

Financial Statements, Reports, etc. In the case of the Borrower, furnish The Borrower shall deliver to the Administrative Agent, which shall furnish to each LenderAgent on behalf of the Lenders: (a) within 120 Within ninety (90) days after the end of each fiscal year, its AAG’s consolidated balance sheet and related statements statement of income, stockholders’ equity income and cash flows flows, showing the financial condition of the Borrower AAG and its Subsidiaries on a consolidated Subsidiaries basis as of the close of such fiscal year and the results of its their respective operations and the operations of such Subsidiaries during such year, together with comparative figures the consolidated statement of AAG to be audited for the immediately preceding fiscal year, all audited AAG by UHY LLP or other 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 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 Borrower AAG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; provided that the foregoing delivery requirement shall be satisfied if AAG shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via EDGAR or any similar successor system; (b) within 45 Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, its AAG’s consolidated balance sheet sheets and related statements of income, stockholders’ equity income and cash flows flows, showing the financial condition of the Borrower AAG and its Subsidiaries on a consolidated Subsidiaries basis as of the close of such fiscal quarter and the results of its their operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all each certified by one a Responsible Officer of its Financial Officers AAG as fairly presenting in all material respects the financial condition and results of operations of the Borrower AAG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if AAG shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via EDGAR or any similar successor system; (c) concurrently with So long as any delivery of financial statements Loans are outstanding, within the time period under paragraph (a) or (bSection 5.01(a) above, a certificate of a Responsible Officer of the accounting firm (in Borrower certifying that, to the case knowledge of paragraph (a)) such Responsible Officer, no Default or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such a Default or Event of Default has occurred or, if such an Event of Default or Default has occurredand is continuing, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, 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 Flowthereto; (d) So long as any Loans are outstanding, within 90 days after the beginning time period under (a) and (b) of each fiscal year of the Borrowerthis Section 5.01, a detailed consolidated budget for such fiscal year (including certificate of a projected consolidated balance sheet Responsible Officer demonstrating in reasonable detail compliance with Sections 6.08 and related statements of projected operations and cash flows 6.09(a) as of the end of and the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio or Asset Coverage Ratio, as applicable, reflecting the most recent Appraisals (as adjusted for such fiscal year and setting forth any Dispositions or additions to the assumptions used for purposes Collateral or Pool Assets, as applicable, since the date of preparing such budget) and, promptly when available, any significant revisions delivery to the Administrative Agent of such budgetAppraisals); (e) promptly Within 15 days after a Responsible Officer of the same become publicly availableBorrower obtains knowledge that there has been one or more Dispositions of Collateral or Pool Assets (excluding those described in clause (b), copies (c)(ii), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.08(b) or 6.09(a), as applicable, most recently delivered under this Agreement by the Borrower to the Administrative Agent consisting of (i) Eligible Aircraft, (ii) Eligible Engines or (iii) any other Collateral or Pool Assets, as applicable, having an Appraised Value in the aggregate in excess of 10% of the sum of the aggregate Appraised Value of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower Collateral or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholdersPool Assets, as the case may beapplicable, plus Pledged Cash and Cash Equivalents, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.08(b) or 6.09(a), as applicable; (f) promptly Within 30 days after the receipt thereof by Holdings a Responsible Officer obtains knowledge that any type or the Borrower model of Aircraft or Engine has become Non-Core Fleet Equipment or any category of their respective subsidiariesSpare Parts have become Non-Core Spare Parts, a copy certificate of any “management letter” received by any such person from its certified public accountants and a Responsible Officer confirming the management’s response thereto;same. (g) promptly Promptly after a Responsible Officer obtains knowledge thereof, notice of the request by failure of any Lendermaterial assumption contained in any Appraisal to be correct, all documentation and other information that except if such Lender failure would not reasonably requests in order be expected to comply with its ongoing obligations under materially adversely affect the Appraised Value of the applicable “know your customer” and anti-money laundering rules and regulationstype of Collateral or Pool Asset, including the USA PATRIOT Actas applicable; (h) promptly So long as any Commitment or Loan is outstanding, within 30 days after the request by Chief Financial Officer or the Administrative Agent or any Lender, on and after the effectiveness Treasurer of the applicable provisions Borrower becoming aware of the Pension Actoccurrence of a Default or Event of Default that is continuing, copies an Officer’s Certificate specifying such Default or Event of (i) any documents described in Section 101(k)(1) of ERISA that Default and what action the Borrower and its Subsidiaries are taking or any of its ERISA Affiliates may request propose to take 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; andthereto; (i) promptlyPromptly, from time to time, such other information regarding the Collateral or Pool Assets and the operations, business affairs and financial condition of Holdings, either the Borrower or any SubsidiaryGuarantor, or compliance with the terms of any Loan Document, in each case as the Administrative Agent or Agent, at the request of any Lender Lender, may reasonably requestrequest (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 any Slots); and 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 Platform. Documents Information required to be delivered pursuant to this Section 5.04(e) may 5.01 by the Borrower shall be delivered electronically and if so 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 (i) on which the Borrower posts provides written notice to the Administrative Agent that such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are information has been posted on the Borrower’s behalf or AAG’s general commercial website on an the Internet (to the extent such information has been posted or intranet websiteis available as described in such notice), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party as such website or sponsored may be specified by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests 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 any Lender that so requests 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 to deliver or a Guarantor as “PUBLIC”, (ii) such paper notice or communication consists of copies and of the Borrower’s public filings with the SEC or (yiii) 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 shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsfrom time to time.

Financial Statements, Reports, etc. In the case of the Borrower, furnish (a) The Borrower shall deliver or cause to be delivered to the Administrative Agent, which shall furnish Agent for distribution to each Lender: (ai) within 120 30 days after the end of each fiscal yearmonth in each Fiscal Year until the Supplemental Audit Report Date, its consolidated and thereafter for so long as Monthly Financial Packages are provided under the Senior Subordinated Credit Agreement, the Monthly Financial Package; (ii) not later than the earlier to occur of (x) 50 days after the end of each of the first three quarters of each Fiscal Year of the Borrower ending after December 31, 2004 (or in the case of any fiscal quarter of Fiscal Year 2005, the later of such 50 days and the Supplemental Audit Report Date) and (y) the date on which the Borrower is required to file or files financial statements with respect to the applicable fiscal quarter with the SEC, a balance sheet and related statements of income, stockholders’ equity income and cash flows showing the financial condition of the Borrower and its the Subsidiaries on a consolidated Subsidiaries as basis for such calendar quarter and for the period beginning on the first day of such Fiscal Year of the close Borrower and ending on the last day of such fiscal year quarter, (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the results of its operations and the operations of such Subsidiaries during such yearfinancial covenants set forth in Section 6.01), together with statements in comparative figures form for the immediately corresponding date or period in the preceding fiscal yearFiscal Year of the Borrower as summarized in the Form 10-Q of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, all audited and certified by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception Financial Officer as to the scope of such audit) to the effect that such consolidated financial statements presenting fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries 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, and comparative figures for the same periods in the immediately preceding 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 Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) on the Audit Report Date with respect to the Fiscal Years covered by the audited financial statements provided on such date, and on the Supplemental Audit Report Date with respect to the Fiscal Year 2004 and thereafter not later than the earlier to occur of (x) 100 days after the end of each Fiscal Year of the Borrower and (y) the date on which the Borrower is required to file or files financial statements with respect to the applicable Fiscal Year with the SEC, financial statements (including a balance sheet, a statement of income, a statement of stockholders' equity and a statement of cash flows) of the Borrower and the Subsidiaries on a consolidated basis as of the end of and for such Fiscal Year (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the financial covenants set forth in Section 6.01), together with statements in comparative form as of the end of and for the preceding Fiscal Year as summarized in the Form 10-K of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, and accompanied by a report of PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit other than as to matters relating to historical costs of fixed assets), which opinion shall state in effect that such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with GAAP consistently applied and (C) present fairly the financial condition and results of operations of the Borrower and the Subsidiaries for the period covered; (iv) concurrently with any delivery of financial statements under paragraph clause (aii) or (biii) above, a certificate of the accounting firm (in the case of paragraph (a)) or a Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (iA) certifying that no Event of Default or as to whether a Default has occurred orand, if such an Event of Default or a Default has occurred, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and thereto; (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01(a) and (b); (C) stating whether or not the Subsidiary Credit Support Date has occurred and, if it has occurred, setting forth (x) the Maximum Subsidiary Credit Support Amount as of the date of the balance sheet included in such financial statements and (y) the names of the Credit Support Subsidiaries and their respective Credit Support Values (which, in the aggregate, shall be not less than the amount required under Section 5.14) as of the date of the balance sheet included in such financial statements, in each case together with computations in reasonable detail satisfactory and supporting information reasonably acceptable to the Administrative Agent demonstrating compliance with Agent; (D) stating whether any change in GAAP or in the covenants contained in Sections 6.10application thereof has occurred since December 31, 6.11, 6.12 and 6.13 2004 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and (E) in the case of a certificate delivered with the audited financial statements required by paragraph (a) abovefor Fiscal Year 2004, setting forth a computation of the Borrower’s calculation 's Consolidated Tangible Assets as of Excess Cash FlowDecember 31, 2004; (dv) within 90 days after not later than March 31, 2006 and, in respect of Fiscal Year 2006 and thereafter not later than the beginning end of each fiscal year Fiscal Year in respect of the next succeeding Fiscal Year (A) the annual business plan of the Borrower and its Subsidiaries for such Fiscal Year approved by the Board of Directors of the Borrower, a detailed consolidated budget (B) forecasts prepared by management of the Borrower for each fiscal month in such Fiscal Year and (C) forecasts prepared by management of the Borrower for such fiscal year Fiscal Year and the four Fiscal Years thereafter, including, in each instance described in clauses (including B) and (C) above, (x) a projected year-end consolidated balance sheet and related statements income statement and statement of projected operations and cash flows as and (y) a statement of all of the end of and for material assumptions on which such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetforecasts are based; (evi) promptly after contemporaneously with the same become publicly availabledistribution thereof to the Borrower's or any Subsidiary's stockholders or partners or the filing thereof with the SEC, as the case may be, copies of all periodic and other statements, reports, proxy statements notices and other materials filed filings distributed by Holdings, the Borrower or any Subsidiary to its stockholders or partners or filed with the Securities SEC (including reports on Forms 10-K, 10-Q and Exchange Commission, 8-K) or any Governmental Authority succeeding to any or all of the functions of said Commission, the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be; (fvii) promptly after the receipt thereof by Holdings occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower, the Subsidiaries and all ERISA Affiliates in an aggregate amount exceeding $5,000,000, a certificate of a Financial Officer setting forth the details as to such ERISA Event and the action that the Borrower, such Subsidiary or such ERISA Affiliate has taken or will take with respect thereto; (viii) promptly after the Borrower or any Subsidiary becomes aware of their respective subsidiariesthe commencement thereof, a copy notice of any “management letter” received by investigation, action, suit or proceeding before any such person from Governmental Authority involving the condemnation or taking under the power of eminent domain of any material portion of its certified public accountants and property or the management’s response theretorevocation or suspension of any material permit, license, certificate of need or other governmental requirement applicable to any of its properties or assets; (gix) 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, on and after the effectiveness within 10 days of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA that receipt by the Borrower or any Subsidiary, copies of its ERISA Affiliates may request with respect to all material deficiency notices, compliance orders or adverse reports issued by any Multiemployer Plan and (ii) Governmental Authority or accreditation commission having jurisdiction over the licensing, accreditation or operation of any notices described in Section 101(l)(1) properties or assets of ERISA that the Borrower or any Subsidiary or by any Governmental Authority or private insurance company pursuant to a provider agreement, which, if not timely complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any license, certification or accreditation necessary in order for such Person to carry on 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 business as then conducted or the applicable ERISA Affiliate shall promptly make a request for termination of any material insurance or reimbursement program available to such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; andPerson; (ix) promptly, from time to timepromptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably requestrequest (and, without limiting the foregoing, information as to the Credit Support Value of any Domestic Subsidiary (other than an Excluded Subsidiary) reasonably requested by the Administrative Agent or any Lender to enable it to determine whether the Borrower has complied with the Collateral and Guarantee Requirement); and (xi) contemporaneously with the distribution thereof, copies of all statements, reports, notices and other documents delivered by the Borrower or any Subsidiary pursuant to or in satisfaction of requirements set forth in the Senior Subordinated Credit Agreement (to the extent such documents shall not already have been delivered hereunder). Documents Information required to be delivered pursuant to this Section 5.04(e5.01(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted by the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet IntraLinks or intranet website, if any, similar site to which all of the Lenders have been granted access (and a confirming electronic correspondence shall have been delivered to each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agentproviding notice of such posting); provided that: (x) that the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or information to any Lender that so requests such delivery. (b) The Borrower will cause (i) the Borrower Audit Report Date to deliver such paper copies occur on or before June 30, 2005 and (yii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide Supplemental Audit Report Date to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsoccur on or before December 31, 2005.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, which shall furnish who will deliver to each Lender: (a) within 120 90 days after the end of each fiscal year, its consolidated the balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Borrowers on a combined basis as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries the Borrowers on a combined basis during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other an independent public accountants accountant of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without qualified in any material respect except for a “going concern” or like concern qualification or exception and without any qualification or exception as to the scope of such auditindicated below) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity unless otherwise indicated or the context indicates otherwise) consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated the balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Borrowers on a combined basis as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries the Borrowers during such fiscal quarter and the then elapsed portion of the fiscal year, and commencing April, 2006, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of PALCO’s Financial Officers as fairly presenting the financial condition and results of operations of the Borrowers on a combined basis in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) within 30 days after the end of each fiscal month of each fiscal quarter, (i) the combined balance sheet and related statements of income and cash flows showing the financial condition of the Borrowers during such fiscal month 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 Subsidiaries on a consolidated basis Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) the separate, internally prepared entity-only balance sheet and related statements of income and cash flows showing the financial condition of each Borrower, and the eliminations reflected in the corresponding financial statements delivered pursuant to the preceding clause (i), for such month and the then-elapsed portion of the fiscal year (and, commencing with such financial statements for the month of April, 2006, for the corresponding month and elapsed portion of the preceding fiscal year) all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrowers in accordance with GAAP (except for the exclusion of PALCO’s wholly owned subsidiaries Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (cd) concurrently with any delivery of financial statements under paragraph (a), (b) or (bc) above, (i) a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto (which certificate, when furnished by an accounting firm, may be limited to providing negative assurances regarding financial covenants related to accounting matters and disclaim responsibility for legal interpretations), (ii) a certificate executed by any officer of PALCO setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and6.13, (iii) (x) a management report, in reasonable detail, signed by the chief financial officer of PALCO, describing the operations and financial condition of the Loan Parties and their Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements) and (y) a certificate report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent budget for the applicable periods delivered with to the financial statements required by paragraph Administrative Agent (aand discussing the reasons for any significant variations from such budget), (iv) abovea report, in form reasonably acceptable to the Administrative Agent, setting forth the Asset Sales which have occurred during such period and since the Closing Date and a description of the status of the sale process with respect to all other Assets Sales and (v) a report, in form reasonably acceptable to the Administrative Agent, in reasonable detail, signed by the chief financial officer of PALCO, describing (A) the occurrence of any matter that could reasonably be expected to result in Environmental Liability to Holdings, the Borrower or its Subsidiaries in excess of $5,000,000, (B) the status of Borrower’s calculation and its Subsidiaries’ compliance with the matters discussed in the “Water Quality” subsection of Excess Cash FlowSchedule 3.17, including without limitation (1) TMDL’s, (2) waste discharge reporting, (3) operational requirements and (4) WWDR’s (including the results of the required monitoring program and any modifications or amendments thereto), and (C) the occurrence of any Environmental Liability pursuant to Senate B▇▇▇ 810 or related to a violation of the Borrower’s Habitat Conservation Plan or other plans and/or Permits related to listed species and (v) a report, in form reasonably acceptable to the Administrative Agent, with respect to the Annexation process listing all applicable material objections, milestones, changes in scheduling, new governmental requirements and all other issues material to the Annexation process, and generally setting forth the status and progress of the Annexation since the delivery of the prior financial statements; (de) within 90 at least 30 days after prior to the beginning end of each fiscal year of the BorrowerPALCO, a detailed consolidated budget for such the following fiscal year (including a projected consolidated and consolidating balance sheet and related statements of projected operations and cash flows as of the end of and for such following fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower PALCO or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower either PALCO or any of their respective subsidiariesthe Subsidiaries, a copy of any final “management letter” received by any such person from its certified public accountants and the management’s response thereto; thereto (g) promptly after it being understood that the request term “management letter” does not include communications from such public accountants to an audit committee that by any Lender, all documentation and other information their terms expressly state that such Lender reasonably requests in order they may not provided to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;third parties); and (h) promptly promptly, upon the Administrative Agent’s request, and in any event no less frequently than noon New York time on the third (3rd) Business Day after the request end of each week, each of the following reports, each of which shall be prepared by Borrowers as of the last day of the immediately preceding week: (A) a Borrowing Base Certificate with respect to each Borrower, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (B) with respect to each Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; and (C) with respect to each Borrower, a trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days, 91 days to 120 days and 120 days or any Lendermore, on accompanied by such supporting detail and after documentation as shall be requested by the effectiveness of the applicable provisions of the Pension Act, copies of Administrative Agent in its reasonable discretion; (i) any documents described in Section 101(k)(1) on a weekly basis or at such more frequent intervals as the Administrative Agent may request from time to time (together with a copy of ERISA that the Borrower all or any part of its ERISA Affiliates may request such delivery requested by any Lender in writing after the Closing Date), collateral reports with respect to any Multiemployer Plan each Borrower, including all additions and reductions (iicash and non-cash) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to Accounts of each Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any Multiemployer Planrequest; (j) at the time of delivery of each of the monthly financial statements delivered pursuant to Section 5.04(c): (A) a reconciliation of the most recent monthly Borrowing Base, general ledger and month-end Inventory reports of each Borrower to each Borrower’s general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; provided (B) a reconciliation of the perpetual inventory by location to each Borrower’s most recent monthly Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; and (D) a reconciliation of the outstanding Loans to each Borrower’s general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (k) from time to time, if Administrative Agent determines in its sole discretion that obtaining appraisals is necessary or appropriate for any reason, the Borrower Administrative Agent will, at Borrower’s expense, obtain appraisal reports in form and substance and from appraisers satisfactory to the Administrative Agent stating the then current market values of all or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor portion of the applicable Multiemployer PlanReal Property and personal property, including Appraisals (as defined in the Borrower Revolving Credit Agreement) of Borrowers’ Inventory, owned by any of the Loan Parties; (l) Borrowers, at their own expense, shall deliver to the Administrative Agent the results of each physical verification, if any, that any Loan Party may in their discretion have made, or caused any other person to have made on their behalf, of all or any portion of their Inventory (and, if a Default or an Event of Default has occurred and is continuing, Borrowers shall, upon the applicable ERISA Affiliate shall promptly make a request for of the Administrative Agent, conduct, and deliver the results of, such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereofphysical verifications as the Administrative Agent may require); and (im) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower any Loan Party or any SubsidiaryScotia Pacific, 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In the case of the Borrower, furnish Furnish to the Administrative Agent, which shall furnish who will deliver to each Lender: (a) within 120 90 days after the end of each fiscal year, its consolidated the balance sheet and related statements of income, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Borrowers on a combined basis as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries the Borrowers on a combined basis during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other an independent public accountants accountant of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be without qualified in any material respect except for a “going concern” or like concern qualification or exception and without any qualification or exception as to the scope of such auditindicated below) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity unless otherwise indicated or the context indicates otherwise) consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated the balance sheet and related statements of income, stockholders’ ' equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries Borrowers on a combined basis as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries the Borrowers during such fiscal quarter and the then elapsed portion of the fiscal year, and commencing April, 2006, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of PALCO's Financial Officers as fairly presenting the financial condition and results of operations of the Borrowers on a combined basis in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) within 30 days after the end of each fiscal month of each fiscal quarter, (i) the combined balance sheet and related statements of income and cash flows showing the financial condition of the Borrowers during such fiscal month 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 Subsidiaries on a consolidated basis Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) the separate, internally prepared entity-only balance sheet and related statements of income and cash flows showing the financial condition of each Borrower, and the eliminations reflected in the corresponding financial statements delivered pursuant to the preceding clause (i), for such month and the then-elapsed portion of the fiscal year (and, commencing with such financial statements for the month of April, 2006, for the corresponding month and elapsed portion of the preceding fiscal year) all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrowers in accordance with GAAP (except for the exclusion of PALCO's wholly owned subsidiaries Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (cd) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto (which certificate, when furnished by an accounting firm, may be limited to providing negative assurances regarding financial covenants related to accounting matters and disclaim responsibility for legal interpretations) and (ii) a certificate executed by any officer of PALCO setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.10 and 6.11, 6.12 and 6.13 and, 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; (de) within 90 at least 30 days after prior to the beginning end of each fiscal year of the BorrowerPALCO, a detailed consolidated budget for such the following fiscal year (including a projected consolidated and consolidating balance sheet and related statements of projected operations and cash flows as of the end of and for such following fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (ef) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower PALCO or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (fg) promptly after the receipt thereof by Holdings or the Borrower either PALCO or any of their respective subsidiariesthe Subsidiaries, a copy of any “final "management letter” " received by any such person from its certified public accountants and the management’s 's response thereto; 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, on and after the effectiveness of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA it being understood 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 term "management letter" does 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 include communications from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereofpublic accountants to an audit committee that by their terms expressly state that they may not provided to third parties); and (ih) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower any Loan Party or any SubsidiaryScotia Pacific, 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 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. In During the case of the BorrowerRelevant TARP Period, AIG shall furnish to the Administrative Agent, which shall furnish to each LenderUST: (a) within 120 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower AIG and its consolidated Subsidiaries as of the close of such fiscal year and the consolidated results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be 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 Borrower AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower AIG and its consolidated Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the Borrower AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and the absence of footnotesanalysis” section; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate within 30 days after the end of the accounting firm (first two fiscal months of each fiscal quarter, AIG’s estimate of its consolidated financial results for the current quarter and the full fiscal year in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying which such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, 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 covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 andfiscal month occurs, in the case total and by segment and individual reporting units (i.e., subsegment), together with comparison to AIG’s budgets of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flowcomparable information for such periods; (d) (i) within 90 45 days after following the beginning end of each fiscal year quarter of each fiscal year, an update to the Borrower, a detailed consolidated budget for such the then-current fiscal year, an updated corporate outlook report for the following fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows in substantially the same form as the corresponding reports previously provided to the FRBNY pursuant to Section 5.04(e) of the end FRBNY Credit Facility) and (ii) promptly and in any event within five days, notice of and for such fiscal year and setting forth any material changes to any of the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budgetreports or updated reports referred to in this paragraph (d); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower AIG or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority Entity succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchange, or distributed to its shareholdersshareholders generally, as the case may bebe (except that AIG and its Subsidiaries shall not be obligated to furnish to the UST copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”) or are on AIG’s website and (ii) AIG has provided the UST with notice that any such materials relating to or reflecting the occurrence of a Material Adverse Regulatory Event or any other event that could reasonably be expected to have a materially adverse impact upon the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Subsidiary of AIG filing such materials or of AIG and its Subsidiaries, taken as a whole, have been so posted); (f) promptly following delivery thereof to the AIG Board, copies of board packages and presentations; (g) promptly after the receipt thereof by Holdings or the Borrower AIG or any of their respective subsidiariesits Subsidiaries, a copy of any “management letter” received by any such person Person from its certified public accountants and the management’s response thereto; (gh) promptly as soon as available but not later than 150 days after the request close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the unaudited Annual Statement of each such Insurance Subsidiary (if required to be prepared by any Lenderthe applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, copies of the unaudited Annual Statement of such Insurance Subsidiary, the Annual Statement and a list of all jurisdictions in which the Annual Statement was filed, to be certified by a Responsible Officer of such Insurance Subsidiary, all documentation such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Entity, audited 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 Actcertified by independent certified public accountants of recognized national standing; (hi) promptly as soon as available but not later than 75 days after the request by the Administrative Agent or any Lender, on and after the effectiveness close of each of the applicable provisions first three fiscal quarters of the Pension Acteach fiscal year of each Insurance Subsidiary of AIG, copies of the Quarterly Statement of such Insurance Subsidiary (iif applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (j) any documents described in Section 101(k)(1) of ERISA that promptly following the Borrower delivery thereof to, or receipt thereof by, AIG or any of its ERISA Affiliates may request Subsidiaries, any draft or final examination reports, risk-adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable Law by, or any other report with respect to, any Insurance Subsidiary of AIG; (k) within 90 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (l) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Multiemployer Plan Insurance Subsidiary of AIG that AIG or such Insurance Subsidiary may file with the applicable Department; (m) prior to the filing thereof, copies of any proposed filing on Form D and (ii) any notices described in Section 101(l)(1) of ERISA supporting materials that the Borrower AIG or any of its ERISA Affiliates may request Insurance Subsidiaries that is a Domestic Subsidiary intends to file with respect to any Multiemployer Plan; provided applicable Department, and copies of any proposed equivalent filing and any supporting materials that if the Borrower AIG or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the Insurance Subsidiaries that is a Foreign Subsidiary intends to file with any 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; andDepartment; (in) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the UST may request from time to time in its sole discretion) a statement of projected cash receipts and cash disbursements for AIG and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the UST; (o) daily risk assessment profile reports in form satisfactory to the UST; (p) promptly, from time to time, such other information regarding the operationsinformation, business affairs including such additional regular financial, management and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Documentother reports, as the Administrative Agent UST shall request in consultation with AIG to enable the UST to monitor the business, assets, liabilities, operations, condition, results and prospects of AIG and its Subsidiaries, and the regulatory environment in which AIG and its Subsidiaries operate. AIG shall take all steps necessary or any Lender requested by the UST to establish (or, if already established, maintain) a reporting regime that satisfies the objective of the preceding sentence; and (q) such other information and notices as UST may reasonably requestrequest from time to time. Documents Notwithstanding the foregoing, reports required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so deliveredunder paragraphs (h), shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/www/strlab/; or and (iik) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or above with respect to any Lender that so requests the Borrower to deliver Insurance Subsidiary of AIG may be provided as part of a consolidated report for a group of Insurance Subsidiaries of AIG including such paper copies Insurance Subsidiary, consistent with AIG’s past practices and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documentsin accordance with applicable Laws.