Common use of Reporting Requirements Clause in Contracts

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower ILFC shall furnish, or other senior officer of the Borrower acceptable cause to be furnished, to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byAdministrative Agent: (i) the forty-fifth (45th) day as soon as available and in any event within 95 days after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysisthe audited consolidated financial statements, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, for such year of ILFC (or, after the AerCap Acquisition Amendment Effective Date, AerCap) and its consolidated subsidiaries, certified by any firm of nationally recognized independent certified public accountants; (ii) as soon as available and in any event within 50 days after the end of each of the first three quarters of each Fiscal Year, with respect to ILFC (or, after the AerCap Acquisition Amendment Effective Date, AerCap) and its consolidated subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer in charge of financial matters of ILFC (or AerCap, as applicable) identifying such balance sheets or statements as being the balance sheets or statements of ILFC (or AerCap, as applicable) described in this paragraph (ii) and stating that the information set forth therein fairly presents the financial condition of ILFC (or AerCap, as applicable) and its consolidated subsidiaries as of the last day of such quarter of such Fiscal Year in conformity with GAAP, subject to year-end adjustments and omissions of footnotes and subject to the auditors’ year-end report; (iii) concurrently with each delivery of financial statements under clause (i) or (ii) above, a certificate of a Financial Officer of ILFC (A) certifying as to whether to his or her knowledge an Event of Default has occurred and is continuing and, if an Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (B) stating whether any change in GAAP or in the application thereof has occurred since the date of ILFC’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (iv) as soon as possible and in any event within three Business Days after he or she obtains knowledge of the occurrence and continuance of a Default or an Event of Default (including, for the avoidance of doubt, by receipt of a notice of any default under any Indebtedness which with the passing of time or giving of notice or otherwise could reasonably be expected to lead to an Event of Default under Article 6(f)), a written statement of a Financial Officer of ILFC setting forth complete details of such Default or Event of Default, and the action, if any, which the Obligors have taken or propose to take with respect thereto; (v) promptly, from time to time, subject to applicable confidentiality restrictions (including Section 9.14) and the terms of the Leases, such information, documents, Records or reports respecting the Pool Aircraft, the Leases, the Pool Aircraft Assets or the condition or operations, financial or otherwise, of the Obligors or any of their subsidiaries which the Administrative Agent may, from time to time, reasonably request and which are reasonably available to any Transaction Party (including by making a reasonable request for information, reports or action under any Lease or otherwise from a third party which any Transaction Party is reasonably entitled to make, it being understood that no Transaction Party shall disclose all material assumptions utilized and shall include the following items: balance sheetbe liable for such third party's failure to provide such information, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”reports or action); (evi) prompt written notice of the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the one hundred and twentieth effect of prohibiting, the performance of any Obligor’s obligations hereunder or under any other Loan Document, or invalidating, or having the effect of invalidating, any provision of this Agreement, or any other Loan Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which a responsible officer has knowledge; (120thvii) day from a certificate of a Financial Officer in substantially the Closing form of Exhibit I (an “LTV Certificate”) (A) on or prior to each LTV Determination Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements provided that with respect to Thinkwrap on a review engagement basis; an LTV Determination Date, (iii1) management prepared financial statements to the extent such LTV Certificate provides that an additional Aircraft will be added to the Designated Pool to effect an LTV Cure, and to the extent the Appraisals required to be provided for such Aircraft are not yet available, such LTV Certificate shall describe (and apply for the purposes of the required calculations) the Appraised Values that ILFC estimates in good faith with respect to Spark Redsuch Aircraft, noting therein that such Appraisals are not yet available and (2) ILFC shall, promptly after receiving the Appraisals required to be provided for such Aircraft (and in no event later than the addition of such Aircraft to the Designated Pool), provide to the Administrative Agent an updated and completed LTV Certificate with respect to and dated as of the relevant LTV Determination Date; and (ivB) with respect to an Event of Loss or a consolidated income statement Specified Representation Deficiency, within ten Business Days after the Chief Financial Officer’s knowledge thereof a certificate setting forth the effect on the Loan-to- Value-Ratio of such Event of Loss or Specified Representation Deficiency and balance sheet on the LTV Cure thereof an LTV Certificate with respect thereto; and (viii) with each LTV Certificate in respect of the BorrowerPayment Dates occurring in June (other than the first Payment Date and the Final Maturity Date) and December, Thinkwrap three Appraisals of each Pool Aircraft from Qualified Appraisers and, at any time during the continuance of an Event of Default, at the request of the Administrative Agent, Appraisals of the Pool Aircraft specified in such request from Qualified Appraisers. Each Appraisal shall be conducted (i) by a Qualified Appraiser, (ii) at the sole cost and Spark Red; expense of the Borrower and (fiii) not less with an “as of” valuation date no more than thirty (30) days prior to the payment date such Appraisal is furnished. (b) The Lender Parties are hereby authorized to deliver a copy of any Earn-out such financial or other information delivered hereunder to any other Lender Party, to any Government Authority having jurisdiction over any such Person or any Transaction Party pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating agency in connection with their respective ratings of commercial paper issued by the Lenders or to any other Person who shall acquire or consider the assignment of, or acquisition of any interest in, any Obligation permitted by this Agreement; provided that such Person (for greater certainty, regardless of whether not including any Government Authority or not such Earn-out is any rating agency) agrees in writing to the confidentiality provisions set forth in Section 9.14. (c) Documents required to be paid from delivered pursuant to this Section 5.09(a)(i), (ii), (iii), (v), (vii) and (viii) (and other similar documents that are (x) required to be delivered pursuant to the proceeds from Loan Documents that are certificates or statements provided on scheduled dates, (y) copies of Leases or other Pool Aircraft Collateral documents, (including under Section 5.20(c)) or (z) copies of documents provided after request by a Lender Party) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which ILFC posts such documents on ILFC’s website on the Internet or at a website address provided to the Administrative Agent; or (ii) on which such documents are posted on ILFC’s behalf on an Advance under Facility CInternet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that ILFC shall deliver (by electronic mail) to the Administrative Agent “pdf” or other electronic format copies of each document (or a link thereto) listed in clauses (i), (ii), (iii), (iv), (vi), (vii) and (viii) of Section 5.09(a) and such other documents as the Administrative Agent requests ILFC to deliver by electronic mail. Notwithstanding anything contained herein, in every instance ILFC shall be required to provide electronic mail “pdf” copies of the certificates required by Section 5.09(a)(iv) and (vi) to the Administrative Agent. Except for the items in subsections (iii) and (vii) of Section 5.09(a), the Borrower Administrative Agent shall deliver have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by ILFC 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. ILFC hereby acknowledges that (a) the Administrative Agent and/or an Arranger Entity will make available to the Bank Lenders information provided by or on behalf of ILFC hereunder (collectively, “ILFC Materials”) by posting the ILFC Materials on Syntrac or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a Compliance Certificate which “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to ILFC or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. ILFC hereby agrees that it will use commercially reasonable efforts to identify that portion of the ILFC Materials that may be distributed to the Public Lenders and that (w) all such ILFC Materials shall evidence compliance be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking ILFC Materials “PUBLIC”, ILFC shall be deemed to have authorized the Administrative Agent, any Arranger Entity and the Lenders to treat such ILFC Materials as not containing any material non-public information (although it may be sensitive and proprietary) with all financial covenants contained respect to ILFC or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such ILFC Materials constitute Information, they shall be treated as set forth in Section 9.03 both immediately before 9.14); (y) all ILFC Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and for (z) the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants Administrative Agent and an Arranger Entity shall be calculated after giving effect entitled to treat any ILFC Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the changes to Funded Debt resulting from any Advance under Facility C); (g) Platform not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)designated “Public Side Information”.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank Agent or cause to be furnished to the following financial and other information at the times indicated belowAgent: (ai) (x) within 150 days after the end of each fiscal year of the Borrower, a Borrowing Base Certificate certified by the Senior Financial Officer balance sheet of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each monthsuch fiscal year, and the related statements of income or operations and cash flows for such fiscal year, prepared in accordance with Appropriate Accounting Principles, audited and accompanied by no later than the thirtieth (30th) day after the end a report and opinion of such monthan independent certified public accountant of nationally recognized standing, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts which report and opinion shall be prepared in dispute, contra accounts, holdbacks accordance with generally accepted auditing standards and shall not be subject to any deposits received from account debtors which remain outstanding at the report date"going concern" or like qualification or exception or any qualification; and (iiy) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available, but in any event within 90 days after the end of each Fiscal Quarter in two (2) consecutive quarters of each Fiscal Year, fiscal year (other than the fourth Fiscal Quarter; andtwo-quarter period that ends on the end of the fiscal year) of the Borrower, a balance sheet of the Borrower as at the end of such fiscal quarter, and the related statements of income or operations and cash flows for such fiscal quarters, prepared in accordance with Appropriate Accounting Principles, which need not be audited; (ii) the sixtieth within ten (60th10) day after Business Days of the end of each calendar month, an estimated Valuation Statement as of the fourth Fiscal Quarter in each Fiscal Year, accompanied bylast day of such calendar month, in respect of any Collateral, containing the most recent estimated fair market valuations for each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer Investment Asset of the Borrower acceptable available to the Bank Borrower, and a statement with the composition of the Borrower's assets with respect to the Collateral held in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)Custody Account; (ciii) promptly (but in no event later than ten (10) Business Days), after any request from the annual Year-end Financial StatementsAgent from time to time, accompanied by an unqualified opinion estimated Valuation Statement of the Collateral containing the most recent estimated fair market valuations for each Investment Asset of the Borrower available to the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth ; (120thiv) day within ten (10) calendar days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by fiscal quarter (or calendar month when the Senior Financial Officer or other senior officer amount of Total Outstandings is greater than zero as of the end of such calendar month), the Net Asset Value of the Borrower acceptable to as of the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect last Business Day of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow fiscal quarter or calendar month, as applicable. (v) as soon as reasonably practicable after a Responsible Officer of the Borrower; (d) by Borrower obtains actual knowledge of the sixtieth (60th) day after the start occurrence of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect any Default or Event of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).Default,

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) as soon as possible, and in any event within five Business Days after the forty-fifth occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (45thii) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter in of the first three quarters of each Fiscal Yearfiscal year of the Borrower, other than a copy of the fourth Fiscal Quarter; and Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (ii) or, if the sixtieth (60th) day after Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower as of the end of such quarter and the fourth Fiscal Quarter in each Fiscal Year, accompanied byrelated consolidated statement of income of the Borrower for the portion of the Borrower’s fiscal year ending on the last day of such quarter, in each casecase prepared in accordance with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a Compliance Certificate certified by the Senior Financial Officer or other senior certificate of an authorized officer of the Borrower acceptable stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the Bank in nature thereof and the form of Exhibit “E” attached hereto action which shall evidence compliance the Borrower proposes to take with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)thereto; (ciii) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management as soon as available and related management discussion and analysis, by the one hundred and twentieth (120th) day in any event within 105 days after the end of each Fiscal Year accompanied by fiscal year of the Borrower, a Compliance Certificate copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of income, retained earnings (if applicable) and cash flows of the Borrower for such fiscal year, certified by the Senior Financial Officer Pricewaterhouse Coopers LLP or other senior certified public accountants of recognized national standing), together with a certificate of an authorized officer of the Borrower acceptable stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the Bank nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form of set forth in Exhibit “E” attached hereto which shall evidence compliance with all financial ratios , duly completed and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include signed by the Chief Financial Officer, Treasurer or an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow Assistant Treasurer of the Borrower; (dv) by the sixtieth except as otherwise provided in clause (60thii) day or (iii) above, promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for all reports that the Companies Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”Subsidiary); (evi) promptly upon becoming aware of the institution of any steps by the one hundred and twentieth (120thBorrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) day from of ERISA, or the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements taking of any action with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to Spark Red; and (iv) a consolidated income statement and balance sheet any Plan which could result in respect the incurrence by the Borrower or any other member of the BorrowerControlled Group of any material liability, Thinkwrap fine or penalty, notice thereof and Spark Reda statement as to the action the Borrower proposes to take with respect thereto; (fvii) not less than thirty (30) days prior to the payment promptly upon becoming aware thereof, notice of any Earn-out (for greater certainty, regardless of whether change in the ▇▇▇▇▇’▇ Rating or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the BankS&P Rating; and (hviii) such additional other information and documents respecting the condition, operations, business or prospects, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Bank Administrative Agent, may reasonably require from time to time reasonably request (includingincluding any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, without limitationdocuments and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, the amount of Accrued Funding not applied during requests, financial statements, financial and other reports, certificates and other information materials, but excluding any prior fiscal period).communication that (i) relates to a request for a Credit Extension,

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank (or cause to be furnished to the following financial and other information at the times indicated below:Bank): (ai) Within 90 days after the end of each fiscal year of the Borrower, a Borrowing Base Certificate certified by copy of the Senior Financial Officer annual audit report for such fiscal year for the Borrower, including therein consolidated and consolidating balance sheets of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and Subsidiaries as at the end of such fiscal year and related consolidated and consolidating statements of income, stockholders' equity and cash flow for the fiscal year then ended. The annual consolidated financial statements shall be certified by independent public accountants selected by the Borrower and reasonably acceptable to the Bank, such certification to be in such form as is generally recognized as "unqualified". The Borrower will also deliver to the Bank, within 90 days after the commencement of each monthfiscal year, projections of sales, income and expenses of the Borrower for such fiscal year, prepared by no later than the thirtieth Borrower's management and approved by the Borrower's Board of Directors, such projections to be in such detail as is reasonably satisfactory to the Bank. (30thii) Within 45 days after the end of each fiscal quarter of the Borrower, a copy of the Borrower's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission ("SEC"). If, for any reason, the Borrower is not required to file or does not file such Quarterly Report on Form 10-Q with the SEC within 45 days after the end of any fiscal quarter, then within such 45-day period after the end of such monthfiscal quarter the Borrower will deliver to the Bank consolidated and consolidating balance sheets of the Borrower and Subsidiaries and related consolidated and consolidating statements of income and cash flow, containing (i) an aged summary unaudited but complete and accurate and prepared in accordance with generally accepted accounting principles consistently applied fairly presenting the financial condition of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks the Borrower and any deposits received from account debtors which remain outstanding Subsidiaries as at the report date; dates thereof and for the periods covered thereby (iiexcept that such quarterly statements need not contain footnotes) an aged summary of accounts payable and certified as accurate by the chief financial officer of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after Borrower, such balance sheets to be as at the end of each Fiscal Quarter in each Fiscal Year, other than such fiscal quarter and such statements of income and cash flow to be for such fiscal quarter and for the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied byyear to date, in each casecase together with a comparison to budget and a comparison to the results for the corresponding fiscal period of the immediately prior fiscal year. (iii) At the time of delivery of each annual or quarterly report or financial statement of the Borrower, a Compliance Certificate certified certificate executed by the Senior Financial Officer or other senior chief financial officer of the Borrower acceptable to stating that he or she has reviewed this letter agreement and the Bank other Loan Documents and has no knowledge of any default by the Borrower in the form performance or observance of Exhibit “E” attached hereto which shall any of the provisions of this letter agreement or of any of the other Loan Documents or, if he or she has such knowledge, specifying each such default and the nature thereof. Each financial statement given as at the end of any fiscal quarter of the Borrower will also set forth the calculations necessary to evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations);[Sections]3.7-3.9. (civ) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect theretoPromptly after receipt, a copy of such auditor’s letter all audits or reports submitted to management and related management discussion and analysisthe Borrower by independent public accountants in connection with any annual, by special or interim audits of the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer books of the Borrower acceptable and any letter of comments directed by such accountants to the management of the Borrower. (v) As soon as possible and in any event within five days after the occurrence of any Default or Event of Default, the statement of the Borrower setting forth details of each such Default or Event of Default and the action which the Borrower proposes to take with respect thereto. (vi) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, to which the Borrower or any Subsidiary of the Borrower is a party. (vii) Promptly upon filing any registration statement or listing application, a copy of same. (viii) As long as the Borrower has a class of securities which is publicly traded, a copy of each periodic or current report of the Borrower filed with the SEC or any successor agency and each annual report, proxy statement and other communication sent by the Borrower to shareholders or other securityholders generally, such copy to be provided to the Bank in promptly upon such filing with the form of Exhibit “E” attached hereto which shall evidence compliance SEC or such communication with all financial ratios and amounts set out in Section 9.03 shareholders or securityholders, as the case may be. (including supporting calculationsix) herein in respect of such Fiscal Year and shall include an analysis Promptly after the Borrower has knowledge thereof, written notice of any development or circumstance which may reasonably be expected to have a material variances in adverse effect on the Borrower’s Borrower or its business, properties, assets, Subsidiaries or condition, financial results in or otherwise. (x) Promptly upon request, such Fiscal Year from other information respecting the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow financial condition, operations, receivables, inventory, machinery or equipment of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of Borrower or any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents Subsidiary as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q for such quarter, as filed with the SEC, which shall contain a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and (A) certifying that there have been no Subsidiaries that have become Significant Subsidiaries at any time during such period, or any Subsidiaries that have ceased to be Significant Subsidiaries at any time during such period, in each Fiscal Yearcase except as expressly identified in such certificate, other than and (B) setting forth in reasonable detail the fourth Fiscal Quarter; andcalculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year accompanied by fiscal year of the Borrower, a Compliance Certificate certified by copy of the Senior Financial Officer or other senior officer Borrower’s Annual Report on Form 10-K for such year, as filed with the SEC, which shall contain a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or another independent registered public accounting firm acceptable to the Bank Required Lenders, and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and (A) certifying that there have been no Subsidiaries that have become Significant Subsidiaries at any time during such period, or any Subsidiaries that have ceased to be Significant Subsidiaries at any time during such period, in each case except as expressly identified in such certificate, and (B) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the form event of Exhibit “E” attached hereto which any change in GAAP used in the preparation of such financial statements, the Borrower shall evidence also provide, if necessary for the determination of compliance with all Section 5.03, a statement of reconciliation conforming such financial ratios and amounts set out statements to GAAP in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in effect on the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrowerdate hereof; (diii) by the sixtieth (60th) day as soon as possible and in any event within five days after the start chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of each Fiscal Year business plan for Default continuing on the Companies on a consolidated basis in respect date of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statementa statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, Capital Expenditurescopies of all Reports on Form 8-K that the Borrower or any Significant Subsidiary files with the SEC or any national securities exchange; (v) promptly after the commencement thereof, operating leases notice of all actions and tax liabilities (an “Annual Business Plan”proceedings before any Governmental Authority or arbitrator affecting the Borrower or any Significant Subsidiary of the type described in Section 4.01(e); (evi) by any change in the one hundred and twentieth information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (120thc) day or (d) of such certification; (vii) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request; and (viii) with respect to each calendar year (with the Closing Datefirst such delivery to occur in calendar year 2022, in respect of the KPI Metrics for the Fiscal Year ended December 31calendar year 2021), 2017: no later than five (5) Business Days following the publication of the Annual KPI Report for such calendar year (but no earlier than April 1 and no later than June 30 of such year), a Pricing Certificate for such calendar year; provided, however, that for any calendar year the Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default under this Agreement. Notwithstanding the foregoing, the information required to be delivered pursuant to clauses (i) the Year-end Financial Statements; ), (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect shall be deemed to have been delivered if such information shall be available on the website of the Borrower, Thinkwrap SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or any successor website; provided that the compliance certificates required under clauses (i) and Spark Red; (fii) not less than thirty (30) days prior to shall be delivered in the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained manner specified in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period8.02(b).

Reporting Requirements. The Borrower Company shall deliver (in accordance with Section 13.08) cause to be delivered to the Bank Agent, in form and detail satisfactory to the following Agent (for prompt distribution by the Agent to the Banks): (1) as soon as practicable and in any event within 5 days after the occurrence of an Event of Default becomes known to the Company, a written statement setting forth the nature of the Event of Default and the action that the Company proposes to take with respect thereto; (2) as soon as available and in any event within 45 days after the end of each of the first three calendar quarters of each calendar year, a Form 10-Q of the Company and its consolidated Subsidiaries as of the end of the quarter most recently ended, and unaudited consolidated balance sheets, statements of income, retained earnings and cash flows of the Company and unaudited consolidating balance sheets and statements of income of its consolidated Subsidiaries in the form previously delivered to and approved by Agent, for such period, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Company; (additionally, a schedule shall accompany the unaudited consolidating and consolidated balance sheets which shall reconcile the amounts used to calculate the covenants pursuant to SECTIONS 8.1, 8.2, 8.3 and 8.4 above to such unaudited consolidated and consolidating balance sheets); (3) as soon as available and in any event within 90 days after the end of each calendar year, a Form 10-K and a consolidating and consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of the year most recently ended and consolidated statements of income, retained earnings and cash flows of the Company and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, audited by and with the opinion of Ernst & Young any successor thereto or any other independent certified public accountants of recognized standing selected by the Company and acceptable to the Agent, which opinion shall be unqualified except as to such matters as are acceptable to the Majority Banks ("ACCEPTABLE AUDIT OPINION"); -56- (4) at the time of the delivery of the financial statements described in (b) and (c) above, a certificate of the chief financial officer or the chief accounting officer of the Company stating that to the knowledge of such officer no event exists that is, or with the giving of notice and/or the passage of time would be, an Event of Default, or if such an event exists, stating the nature thereof and the action that the Company proposes to take with respect thereto; (5) as soon as available and in any event within 90 days after the end of each calendar year, (i) a business plan, for the succeeding thirty-six months (which for 2001 will be in the form previously delivered to Agent); and (ii) cash flow projections and an operating budget for the next twelve months. The business plan should include for each of the Company's real estate development projects for each quarter (a) the number of projected closings of Units and Finished Lots, and (b) projected revenue (including the aggregate of all amounts projected to be generated from any source); (6) promptly upon the Company learning thereof, notice in writing of any action, suit or proceeding before any Governmental Authority which, if determined adversely to the Company or any Controlled Subsidiary, might reasonably be expected to have a Material adverse effect on the business, assets, operation or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole, or could impair the ability of the Company to perform its obligations under the Loan Documents; (7) such other information at about the times indicated below:business, assets, operation or condition, financial or otherwise, of the Company or any Controlled Subsidiary, as Agent may reasonably request from time to time; (8) as soon as available and in any event within 45 days after the end of each calendar quarter, (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank residential development summary substantially in the form previously submitted to Agent, (b) financial statements by division, (c) a breakdown of Exhibit “F” attached hereto all land holdings by type, (d) details of all land purchases and projected purchases, and (e) sales reports by division; (9) within forty-five (45) days after the end of each calendar quarter, a certificate of the Company's chief financial officer or chief accounting officer, together with such backup information as at each Bank may reasonably require, demonstrating in detail acceptable to Agent that the Company was in compliance during the applicable period with the covenants set forth in SECTIONS 8.1, 8.2, 8.3, 8.4, 8.22 and 8.29; and (10) within 15 days after the end of each month, by no later than the thirtieth (30tha Borrowing Base Certificate, as specified in SECTION 3.5(a) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day within 45 days after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, calendar quarter a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank compliance certificate substantially in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter EXHIBIT "H" -57- (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a "Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal periodCertificate").

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank (or cause to be furnished to the following financial and other information at the times indicated below:Bank): (ai) Within 90 days after the end of each fiscal year of the Borrower, a Borrowing Base Certificate certified copy of the Borrower's Annual Report on Form 10-K for such fiscal year, as filed with the SEC. Such Annual Report will contain or will be accompanied by the Senior Financial Officer annual audit report for such fiscal year for the Borrower, including therein consolidated (and, if the Borrower then has any Subsidiaries, consolidating) balance sheets of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and Subsidiaries as at the end of each monthsuch fiscal year and related consolidated (and, if the Borrower then has any Subsidiaries, consolidating) statements of income, stockholders' equity and cash flow for the fiscal year then ended. The annual consolidated financial statements shall be audited by no later than the thirtieth (30th) day Borrower's independent public accountants, such audit report to be in such form as is generally recognized as "unqualified". The Borrower will also deliver to the Bank, within 90 days after the end commencement of each fiscal year, projections of sales, income and expenses of the Borrower for such monthfiscal year, containing (i) an aged summary prepared by the Borrower's management and approved by the Borrower's Board of Accounts including domicile of account debtorsDirectors, intercompany accounts, doubtful accounts, accounts such projections to be in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at such detail as is reasonably satisfactory to the report date; and Bank. (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day Within 45 days after the end of each Fiscal Quarter fiscal quarter of the Borrower, a copy of the Borrower's Quarterly Report on Form 10-Q for such fiscal quarter, as filed with the SEC. Such Quarterly Report will contain or will be accompanied by consolidated and consolidating balance sheets of the Borrower and Subsidiaries and related consolidated (and, if the Borrower then has any Subsidiaries, consolidating) statements of income and cash flow, unaudited but prepared in each Fiscal Yearaccordance with generally accepted accounting principles consistently applied fairly presenting the financial condition of the Borrower and Subsidiaries as at the dates thereof and for the periods covered thereby (except that such quarterly statements need not contain notes to the financial statements) and certified as complete by the chief financial officer of the Borrower, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after such balance sheets to be as at the end of such fiscal quarter and such statements of income and cash flow to be for such fiscal quarter and for the fourth Fiscal Quarter in each Fiscal Year, accompanied byyear to date, in each casecase together with a comparison to the results for the corresponding fiscal period of the immediately prior fiscal year. (iii) At the time of delivery of each annual or quarterly report or financial statement of the Borrower, a Compliance Certificate certified certificate executed by the Senior Financial Officer or other senior chief financial officer of the Borrower acceptable to stating that he or she has reviewed this letter agreement and the Bank other Loan Documents and has no knowledge of any default by the Borrower in the form performance or observance of Exhibit “E” attached hereto which shall any of the provisions of this letter agreement or of any of the other Loan Documents or, if he or she has such knowledge, specifying each such default and the nature thereof. Each financial statement given as at the end of any fiscal quarter of the Borrower will also set forth the calculations necessary to evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)secs.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated belowAdministrative Agent: (ai) a Borrowing Base Certificate certified by as soon as available and in any event within 45 days after the Senior Financial Officer end of each fiscal quarter of the Borrower, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable figures for the corresponding date or period of the Companies; (b) immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Interim Financial Statements on a consolidated basis by: (i) Borrower as fairly presenting, in all material respects, the forty-fifth (45th) day after financial position of the Borrower and its Subsidiaries as of the end of each Fiscal Quarter such quarter and the results of operations and cash flows of the Borrower and its Subsidiaries for such quarter, in each Fiscal Yearaccordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, other than subject to normal year-end audit adjustments and the fourth Fiscal Quarter; andabsence of footnotes; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available, and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Bank in Borrower and its Subsidiaries as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis of any material variances Year, setting forth in each case in comparative form the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan corresponding figures for the Companies on a consolidated basis immediately preceding Fiscal Year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Agents (which opinion shall disclose be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03, together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 6.03 and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default under Section 6.03, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by an Authorized Officer of the Borrower as fairly presenting, in all material assumptions utilized respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to normal year-end audit adjustments and the absence of footnotes; (iv) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 6.01(a), a certificate of an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculation of the financial covenants specified in Section 6.03; (v) as soon as available and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries, reports in form and detail satisfactory to the Agents and certified by an Authorized Officer of the Borrower as being accurate and complete (A) listing all Accounts Receivable of the Borrower as of the end of such month, which shall include the following items: balance sheetamount and age of each Account Receivable, income statementshowing separately those which are more than 30, cashflow statement60, Capital Expenditures90 and 120 days old, operating leases together with a reconciliation of such schedule with the schedule delivered to the Agents pursuant to this clause (v)(A) for the immediately preceding fiscal month, and tax liabilities such other information as any Agent may reasonably request, (an “Annual Business Plan”)B) listing all accounts payable of the Borrower as of the end of such month which shall include the amount and age of each account payable, and such other information as any Agent may reasonably request, and (C) listing all Inventory of the Borrower as of the end of such month, and containing a breakdown of such Inventory by type and amount, the cost and the current market value thereof, the date of acquisition, and such other information as any Agent may reasonably request, all in detail and in form satisfactory to the Agents; (evi) by (A) on or before December 31 of each year, financial projections, supplementing and superseding the one hundred financial projections for the period referred to in Section 5.01(g)(ii)(A), prepared on a monthly basis and twentieth (120th) day from otherwise in form and substance satisfactory to the Closing DateAgents, for the immediately succeeding Fiscal Year ended December 31for the Borrower and its Subsidiaries, 2017: (iB) concurrently with the consummation of any Permitted Acquisition, all reports and other information provided to the Borrower’s Board of Directors in connection with its analysis and approval of such Permitted Acquisition, (C) within 30 days of a Permitted Acquisition, financial projections giving effect to such Permitted Acquisition, supplementing and superseding the financial projections for the period referred to in Section 5.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agents, for the remainder of the Fiscal Year in which such Permitted Acquisition is consummated and for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries, and (D) on or before June 30 of each Fiscal Year-end Financial Statements; , financial projections, supplementing and superseding the financial projections delivered for such Fiscal Year pursuant to clause (iiA) above, in form and substance satisfactory to the Agents, for each remaining quarterly period in such Fiscal Year, all such financial statements projections to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (vii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (viii) as soon as possible, and in any event within 3 days after the occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to result in a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (A) as soon as possible and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to Thinkwrap on a review engagement basis; any Employee Plan has occurred, (iii2) management prepared financial statements any other Termination Event with respect to Spark Red; any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the IRC has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (ivF) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a consolidated income statement and balance sheet plant closing or mass layoff (as defined in respect WARN) to employees, copies of the Borrower, Thinkwrap and Spark Redeach such notice sent by such Loan Party or such ERISA Affiliate thereof; (fx) promptly after the commencement thereof but in any event not less later than thirty (30) days prior 5 Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank result in a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Material Adverse Effect; (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writingxi) as to the most recent status soon as possible and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any Equity Issuance, together material notices that any Loan Party executes or receives in connection with such supporting information or documentation reasonably required by the Bank; andany Material Contract; (hxii) such additional promptly after the sending or filing thereof, copies of all statements, reports and other information and documents as any Loan Party sends to any holders of its Indebtedness or its securities or files with the Bank may reasonably require from time to time SEC or any national (domestic or foreign) securities exchange; (xiii) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the books thereof; (xiv) as soon as available but in any event within 3 Business Days after each Cash Test Date, a report on the amount and location of all Qualified Cash as of such Cash Test Date, in detail and form satisfactory to the Agents (it being understood that there may be an understatement of cash receipts for the 10 days immediately preceding such Cash Test Date resulting in the amount of Accrued Funding Qualified Cash in such report being less than actual Qualified Cash on such Cash Test Date and any such inaccuracy shall not applied during be considered a violation of this covenant); (xv) as soon as available but in any prior event within 30 days of the end of each month, a report on the amounts (including reasonable estimates thereof if the Borrower’s obligations are not quantified) and dates (including reasonable estimates thereof if the time for payment is not scheduled) of any future milestone payments for which the Borrower is obligated, together with a description of such milestone payments, in detail and form satisfactory to the Agents; (xvi) as soon as available but in any event within 30 days after the end of each fiscal periodquarter of the Borrower, a reconciliation report, in detail and form satisfactory to the Agents, of (i) Warehouse Units Shipped to (ii) Units Dispensed to End Users for Diastat, Mysoline, Migranal and D.H.E. 45 and any future acquired commercial products for the Borrower and its Subsidiaries for such quarter then ended, which data shall be based upon ▇▇▇▇▇-▇▇▇▇▇ SPA data or alternative independent sources to the extent such data is commercially available (it being understood that if such data is not commercially available and as a result the Borrower is unable to deliver same, such failure to deliver by the Borrower shall not be considered a violation of this covenant); and (xvii) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of any Loan Party as any Agent may from time to time may reasonably request.

Reporting Requirements. The Borrower shall deliver (In the case of the Parent, maintain a standard system of accounting established and administered in accordance with Section 13.08) GAAP and shall cause to be delivered to the Bank Administrative Agent (for prompt distribution by the following financial and other information at the times indicated below:Administrative Agent to Lenders): (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank as soon as available and in the form of Exhibit “F” attached hereto as at any event within 90 days after the end of each monthfiscal year of the Parent (commencing with the fiscal year ending December 31, by no later than 2014), a consolidated balance sheet of the thirtieth (30th) day after Parent and its Subsidiaries as of the end of that fiscal year and the related consolidated statements of operations, stockholders’ equity and cash flows for that fiscal year, all with accompanying notes and schedules, prepared in accordance with GAAP and audited and reported upon by KPMG LLP or another firm of independent certified public accountants of similar recognized standing selected by the Parent and reasonably acceptable to the Administrative Agent (such month, containing audit report shall be unqualified as to going concern or scope of audit and without a “going concern” explanatory note); the financial statements filed with or furnished to the SEC by the Parent (iand which are available online) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at shall be deemed to have been provided by the report date; and (ii) an aged summary of accounts payable of Parent under this reporting requirement if the CompaniesParent notifies the Administrative Agent that such financial statements are available; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 45 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of that quarter, and the related consolidated statement of operations and cash flows of the Loan Parties and their Subsidiaries for the period from the beginning of the fiscal year to the end of that quarter, all prepared in each Fiscal Yearaccordance with GAAP, other than unaudited but certified to be true and accurate, subject to normal year-end and audit adjustments, by an Authorized Financial Officer of the fourth Fiscal QuarterBorrower; andthe financial statements filed with or furnished to the SEC by the Parent (and which are available online) shall be deemed to have been provided by the Parent under this reporting requirement if the Parent notifies the Administrative Agent that such financial statements are available; (iic) concurrently with the sixtieth delivery of the financial statements described in subsection (60tha) day above, a letter signed by that firm of independent certified public accountants to the effect that, during the course of their examination, nothing came to their attention which caused them to believe that any Event of Default has occurred, or if such Event of Default has occurred, specifying the facts with respect thereto; concurrently with the delivery of the financial statements described in subsection (b) above, a certificate signed by the Chief Executive Officer, President or Executive Vice President and an Authorized Financial Officer of the Parent to the effect that having read this Agreement, and based upon an examination which they deemed sufficient to enable them to make an informed statement, there does not exist any Event of Default or Default, or if such Event of Default or Default has occurred, specifying the facts with respect thereto; and concurrently with the delivery of the financial statements described in subsection (a) or (b) above, the related consolidated financial statements (or other financial presentations reasonably acceptable to the Administrative Agent) reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) upon such consolidated financial statements; (d) within 90 days after the beginning of each fiscal year of the Parent (commencing with the fiscal year beginning on January 1, 2015), a projection, in reasonable detail and in form reasonably satisfactory to the Administrative Agent, on a quarterly basis, of the earnings, cash flow, balance sheet and covenant calculations (with assumptions for all of the foregoing) of the Loan Parties and their Subsidiaries for that fiscal year; (e) promptly upon becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Parent to its stockholders, and of all regular and periodic reports and other material (including copies of all registration statements and reports under the Securities Act and the Exchange Act) filed by the Parent with or furnished to any securities exchange or any governmental authority or commission, except material filed with or furnished to governmental authorities or commissions relating to the development of Real Property Inventory in the ordinary course of the business of the Loan Parties and which does not relate to or disclose any Material Adverse Effect; the reports and financial statements filed with or furnished to the SEC by the Parent (and which are available online) shall be deemed to have been provided by the Parent under these reporting requirements if the Parent notifies the Administrative Agent that such financial statements are available; (f) as soon as available and in any event within 90 days after the end of the fourth Fiscal Quarter in quarter of each Fiscal Year, accompanied by, in each casefiscal year for the Joint Ventures, a Compliance Certificate certified by statement of earnings, assets, liabilities and net worth, indicating the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank Parent’s and each Loan Party’s pro rata share thereof, in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility Cas Schedule 6.1(f); (g) not less than bi-weeklythe following reports: within 45 days (50 days in the case of the first fiscal quarter after the Closing Date) after the end of each of the first three quarters, provide and within 90 days after the Bank end of each fiscal year of the Parent (commencing with the quarter ending June 30, 2014 and fiscal year ending December 31, 2014), a report which shall include the information and calculations provided for in the Compliance Certificate attached to this Agreement and such other condition in reasonable detail and be in form reasonably satisfactory to the Administrative Agent. The reports furnished pursuant to this subsection (g) shall each be certified by an update Authorized Financial Officer of the Parent; (whether orally or in writingh) as soon as possible and in any event within 10 days after the Parent knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by an Authorized Financial Officer of the Parent, describing said Reportable Event and the action which the Parent proposes to take with respect thereto; (i) as soon as possible and in any event within 10 days after receipt thereof by any of the Loan Parties or any of their Subsidiaries, a copy of (i) any notice or claim to the most recent status effect that any of the Loan Parties or of their Subsidiaries is or may be liable to any Person as a result of the presence, disposal or release of any Equity IssuanceHazardous Substance into the environment, together and (ii) any notice alleging any violation of any Environmental Law or any Federal, state or local health or safety law or regulation by any of the Loan Parties or any of their Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect; (j) concurrently with such supporting information the quarterly financial statements described in subsection (b) above following the end of any quarter in which there occurred an event that requires a Subsidiary that is not then a Guarantor to become a Guarantor under this Agreement (as described in Section 6.7 below) (or documentation reasonably required at any time that the Parent may elect to cause any other Subsidiary to be a Guarantor), the Parent shall deliver to the Administrative Agent (i) a Supplemental Guarantee, substantially in the form provided for in the Guarantee Agreement, executed by the BankAdministrative Agent and a duly authorized officer of such Subsidiary; (ii) a copy of the certificate of incorporation or other organizational document of such Subsidiary, certified by the secretary of state or other official of the state or other jurisdiction of its incorporation or formation; and (iii) representations and warranties regarding such Guarantor’s formation, authority, execution, delivery, non-contravention and enforceability of the Supplemental Guarantee; and (hk) such supplements to the aforementioned documents and additional information and documents reports as the Bank Administrative Agent or any Lender may reasonably require from time to time reasonably require. Each of the Parent and the Borrower hereby acknowledges that (includinga) the Administrative Agent will make available to the Lenders materials and/or information provided by, without limitationor on behalf of, the amount Parent and/or the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of Accrued Funding the Lenders may be “public-side” Lenders (i.e., Lenders that do not applied during wish to receive material nonpublic information with respect to the Parent, the Borrower or their Subsidiaries or the respective securities of any prior fiscal periodof the foregoing) (each, a “Public Lender”). Each of the Parent and the Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Borrower Materials “PUBLIC”, the Parent and the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material nonpublic information with respect to the Parent, the U.S. Federal and state securities laws (provided that, to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Parent notifies the Administrative Agent promptly that any such document contains material nonpublic information: (i) the Loan Documents, (ii) notification of changes in the terms of any Loan Document and (iii) all information delivered pursuant to clauses (a), (b) and (e) of this Section 6.1. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including U.S. Federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Parent, the Borrower and their Affiliates, or the respective securities of any of the foregoing, for purposes of U.S. Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILFUL MISCONDUCT. The Administrative Agent agrees that receipt of the reporting materials pursuant to this Section 6.1 (the “Section 6.1 Communications”) by the Administrative Agent at its electronic mail address set forth in Section 10.2 shall constitute effective delivery of the Section 6.1 Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Section 6.1 Communications have been posted to the Platform shall constitute effective delivery of the Section 6.1 Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower ILFC shall furnish, or other senior officer of the Borrower acceptable cause to be furnished, to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byAdministrative Agent: (i) the forty-fifth (45th) day as soon as available and in any event within 95 days after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysisthe audited consolidated financial statements, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, for such year of ILFC (or, after the AerCap Acquisition Amendment Effective Date, AerCap) and its consolidated subsidiaries, certified by any firm of nationally recognized independent certified public accountants; (ii) as soon as available and in any event within 50 days after the end of each of the first three quarters of each Fiscal Year, with respect to ILFC (or, after the AerCap Acquisition Amendment Effective Date, AerCap) and its consolidated subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer in charge of financial matters of ILFC (or AerCap, as applicable) identifying such balance sheets or statements as being the balance sheets or statements of ILFC (or AerCap, as applicable) described in this paragraph (ii) and stating that the information set forth therein fairly presents the financial condition of ILFC (or AerCap, as applicable) and its consolidated subsidiaries as of the last day of such quarter of such Fiscal Year in conformity with GAAP, subject to year-end adjustments and omissions of footnotes and subject to the auditors’ year-end report; (iii) concurrently with each delivery of financial statements under clause (i) or (ii) above, a certificate of a Financial Officer of ILFC (A) certifying as to whether to his or her knowledge an Event of Default has occurred and is continuing and, if an Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (B) stating whether any change in GAAP or in the application thereof has occurred since the date of ILFC’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (iv) as soon as possible and in any event within three Business Days after he or she obtains knowledge of the occurrence and continuance of a Default or an Event of Default (including, for the avoidance of doubt, by receipt of a notice of any default under any Indebtedness which with the passing of time or giving of notice or otherwise could reasonably be expected to lead to an Event of Default under Article 6(f)), a written statement of a Financial Officer of ILFC setting forth complete details of such Default or Event of Default, and the action, if any, which the Obligors have taken or propose to take with respect thereto; (v) promptly, from time to time, subject to applicable confidentiality restrictions (including Section 9.14) and the terms of the Leases, such information, documents, Records or reports respecting the Pool Aircraft, the Leases, the Pool Aircraft Assets or the condition or operations, financial or otherwise, of the Obligors or any of their subsidiaries which the Administrative Agent may, from time to time, reasonably request and which are reasonably available to any Transaction Party (including by making a reasonable request for information, reports or action under any Lease or otherwise from a third party which any Transaction Party is reasonably entitled to make, it being understood that no Transaction Party shall disclose all material assumptions utilized and shall include the following items: balance sheetbe liable for such third party’s failure to provide such information, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”reports or action); (evi) prompt written notice of the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or 66 having the one hundred and twentieth effect of prohibiting, the performance of any Obligor’s obligations hereunder or under any other Loan Document, or invalidating, or having the effect of invalidating, any provision of this Agreement, or any other Loan Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which a responsible officer has knowledge; (120thvii) day from a certificate of a Financial Officer in substantially the Closing form of Exhibit I (an “LTV Certificate”) (A) on or prior to each LTV Determination Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements provided that with respect to Thinkwrap on a review engagement basis; an LTV Determination Date, (iii1) management prepared financial statements to the extent such LTV Certificate provides that an additional Aircraft will be added to the Designated Pool to effect an LTV Cure, and to the extent the Appraisals required to be provided for such Aircraft are not yet available, such LTV Certificate shall describe (and apply for the purposes of the required calculations) the Appraised Values that ILFC estimates in good faith with respect to Spark Redsuch Aircraft, noting therein that such Appraisals are not yet available and (2) ILFC shall, promptly after receiving the Appraisals required to be provided for such Aircraft (and in no event later than the addition of such Aircraft to the Designated Pool), provide to the Administrative Agent an updated and completed LTV Certificate with respect to and dated as of the relevant LTV Determination Date; and (ivB) with respect to an Event of Loss or a consolidated income statement Specified Representation Deficiency, within ten Business Days after the Chief Financial Officer’s knowledge thereof a certificate setting forth the effect on the Loan-to-Value-Ratio of such Event of Loss or Specified Representation Deficiency and balance sheet on the LTV Cure thereof an LTV Certificate with respect thereto; and (viii) with each LTV Certificate in respect of the BorrowerPayment Dates occurring in June (other than the first Payment Date and the Final Maturity Date) and December, Thinkwrap three Appraisals of each Pool Aircraft from Qualified Appraisers and, at any time during the continuance of an Event of Default, at the request of the Administrative Agent, Appraisals of the Pool Aircraft specified in such request from Qualified Appraisers. Each Appraisal shall be conducted (i) by a Qualified Appraiser, (ii) at the sole cost and Spark Red; expense of the Borrower and (fiii) not less with an “as of” valuation date no more than thirty (30) days prior to the payment date such Appraisal is furnished. (b) The Lender Parties are hereby authorized to deliver a copy of any Earn-out such financial or other information delivered hereunder to any other Lender Party, to any Government Authority having jurisdiction over any such Person or any Transaction Party pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating agency in connection with their respective ratings of commercial paper issued by the Lenders or to any other Person who shall acquire or consider the assignment of, or acquisition of any interest in, any Obligation permitted by this Agreement; provided that such Person (for greater certainty, regardless of whether not including any Government Authority or not such Earn-out is any rating agency) agrees in writing to the confidentiality provisions set forth in Section 9.14. (c) Documents required to be paid from delivered pursuant to this Section 5.09(a)(i), (ii), (iii), (v), (vii) and (viii) (and other similar documents that are (x) required to be delivered pursuant to the proceeds from Loan Documents that are certificates or statements provided on scheduled dates, (y) copies of Leases or other Pool Aircraft Collateral documents, (including under Section 5.20(c)) or (z) copies of documents provided after request by a Lender Party) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which ILFC posts such documents on ILFC’s website on the Internet or at a website address provided to the Administrative Agent; or (ii) on which such documents are posted on ILFC’s behalf on an Advance under Facility CInternet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that ILFC shall deliver (by electronic mail) to the Administrative Agent “pdf” or other electronic format copies of each document (or a link thereto) listed in clauses (i), (ii), (iii), (iv), (vi), (vii) and (viii) of Section 5.09(a) and such other documents as the Administrative Agent requests ILFC to deliver by electronic mail. Notwithstanding anything contained herein, in every instance ILFC shall be required to provide electronic mail “pdf” copies of the certificates required by Section 5.09(a)(iv) and (vi) to the Administrative Agent. Except for the items in subsections (iii) and (vii) of Section 5.09(a), the Borrower Administrative Agent shall deliver have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by ILFC 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. ILFC hereby acknowledges that (a) the Administrative Agent and/or an Arranger Entity will make available to the Bank Lenders information provided by or on behalf of ILFC hereunder (collectively, “ILFC Materials”) by posting the ILFC Materials on Syntrac or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a Compliance Certificate which “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to ILFC or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. ILFC hereby agrees that it will use commercially reasonable efforts to identify that portion of the ILFC Materials that may be distributed to the Public Lenders and that (w) all such ILFC Materials shall evidence compliance be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking ILFC Materials “PUBLIC”, ILFC shall be deemed to have authorized the Administrative Agent, any Arranger Entity and the Lenders to treat such ILFC Materials as not containing any material non-public information (although it may be sensitive and proprietary) with all financial covenants contained respect to ILFC or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such ILFC Materials constitute Information, they shall be treated as set forth in Section 9.03 both immediately before 9.14); (y) all ILFC Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and for (z) the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants Administrative Agent and an Arranger Entity shall be calculated after giving effect entitled to treat any ILFC Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the changes to Funded Debt resulting from any Advance under Facility C); (g) Platform not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)designated “Public Side Information”.

Reporting Requirements. The Borrower shall deliver agrees to deliver, or cause to be delivered (by email in accordance with Section 13.08) to the Bank ), the following financial and other information to the Agent at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byquarterly: (i) the within forty-fifth five (45th45) day days after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth last Fiscal Quarter in each Fiscal YearYear (or such other time period permitted under applicable Canadian securities laws) the Interim Financial Statements of the Borrower in respect of such Fiscal Quarter, accompanied by, in each case, together with a Compliance Certificate in respect of such Fiscal Quarter certified by the Senior Chief Executive Officer, Chief Financial Officer or other senior officer of the Borrower acceptable to the Bank Agent; and (ii) within (10) Business Days after the receipt by the Agent and the Lenders of the Interim Financial Statements of the Borrower in respect each Fiscal Quarter other than the form last Fiscal Quarter, the consolidated financial forecast of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein the Borrower updated in respect of such the most recently completed Fiscal Quarter (Quarter, including projections in respect of profit and loss, balance sheet, cash flow, Capital Expenditures and financial covenant calculations, including disclosure of all supporting calculations)material assumptions utilized and accompanied by management's discussion and analysis; (cb) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth annually: (120thi) day within ninety (90) days after the end of each Fiscal Year (or such other time period permitted under applicable Canadian securities laws) the Year-End Financial Statements of the Borrower in respect of such Fiscal Year, accompanied by a copy of the Borrower's auditor's letter to management; together with a Compliance Certificate in respect of such Fiscal Year certified by the Senior Chief Executive Officer, Chief Financial Officer or other senior officer of the Borrower acceptable to the Bank in Agent; and (ii) within (10) Business Days after the form receipt by the Agent and the Lenders of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (the Year-End Financial Statements of the Borrower the annual consolidated operating budget of the Borrower for such Fiscal Year including supporting calculations) herein projections in respect of such profit and loss, balance sheet, cash flow, Capital Expenditures and financial covenant calculations, including disclosure of all material assumptions utilized and accompanied by management's discussion and analysis; (c) annually, within one hundred and twenty (120) days after the end of each Fiscal Year and shall include an analysis Year, the unaudited, accountant prepared year-end financial statements of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow each Subsidiary of the Borrower; (d) by the sixtieth annually, not later than sixty (60th60) day days after the start commencement of each Fiscal Year Year: (i) the annual consolidated operating budget of the Borrower for such Fiscal Year; and (ii) evidence that all municipal and business plan for the Companies on a consolidated basis taxes and assessments in respect of such Fiscal Year prepared the Property are paid in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)full; (e) concurrently with the delivery of all financial statements referred to above, a management-prepared reconciliation and all other information reasonably requested by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect Lenders showing all adjustments required to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Redreflect Adjusted GAAP; (f) not less than thirty within five (305) days prior to Business Days following the payment completion of any Earn-out (for greater certaintyeach Permitted Acquisition which is a Small Acquisition, regardless a certificate of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), officer of the Borrower shall deliver to the Bank containing details of such Permitted Acquisition and confirming that such acquisition constitutes a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Permitted Acquisition; (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank Agent (upon the instructions of the Required Lenders) may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)time.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byAgent: (i) as soon as possible and in any event within five Business Days after an Authorized Officer of such Borrower obtains knowledge of the forty-fifth occurrence of any Default or Event of Default, continuing on the date of such statement, a statement of an Authorized Financial Officer of such Borrower setting forth the details of such Default or Event of Default and the actions, if any, which such Borrower has taken and proposes to take with respect thereto; (45thii) day as soon as available and in any event not later than 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of such Borrower, (1) the unaudited Consolidated balance sheet of such Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Quarter in each Fiscal Year, other than and the fourth Fiscal Quarter; and (ii) unaudited Consolidated statements of income and cash flows of such Borrower and its Consolidated Subsidiaries for the sixtieth (60th) day after period commencing at the end of the fourth previous year and ending with the end of such Fiscal Quarter Quarter, all in each Fiscal Year, accompanied by, in each case, a Compliance Certificate reasonable detail and duly certified by the Senior Financial Officer chief executive officer or other senior chief financial officer of such Borrower as fairly presenting in all material respects the Consolidated financial condition of such Borrower acceptable to and its Consolidated Subsidiaries as of the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect end of such Fiscal Quarter and the Consolidated results of operations of such Borrower and its Consolidated Subsidiaries for such period; provided that, if any financial statement referred to in this clause (including all supporting calculations); (cii) the annual Yearof this Section 5.1(b) is so certified and is readily available on-end Financial Statements, accompanied by an unqualified opinion line through E▇▇▇▇ as of the Borrower’s auditor date on which such financial statement is required to be delivered hereunder, such Borrower shall not be obligated to furnish copies of such financial statement; and (2) a certificate of an Authorized Financial Officer of such Borrower (a) stating that he has no knowledge that a Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action, if any, which such Borrower proposes to take with respect thereto, a copy of and (b) showing in detail the calculation supporting such auditor’s letter statement in respect of, if such Borrower is TWC, NWP or TGPL, Section 5.2(b) and, if such Borrower is TWC, Section 5.2(c), but the certificate contemplated by this clause (2) shall not be required for any Fiscal Quarter ending prior to management the Effective Date; (iii) as soon as available and related management discussion and analysis, by the one hundred and twentieth (120th) day in any event not later than 105 days after the end of each Fiscal Year accompanied by of such Borrower ending after the Effective Date, (1) a Compliance Certificate certified by the Senior Financial Officer or other senior officer copy of the annual audited report for such Fiscal Year for such Borrower acceptable to and its Consolidated Subsidiaries, including the Bank in Consolidated balance sheet of such Borrower and its Consolidated Subsidiaries as of the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis the Consolidated statements of any material variances in the Borrower’s financial results in income and cash flows of such Borrower and its Consolidated Subsidiaries for such Fiscal Year from Year, in each case prepared in accordance with GAAP and reported on by Ernst & Young, LLP or other independent certified public accountants of recognized national standing; provided that if any audited report referred to in this clause (iii) of Section 5.1(b) is so certified and is readily available on-line through E▇▇▇▇ as of the projections contained in the Borrower’s most recent Annual Business Plan presented date on which such financial statement is required to be delivered hereunder, such Borrower shall not be obligated to furnish copies of such audited report; and (2) a certificate of an Authorized Financial Officer of such Borrower (a) stating that he has no knowledge that a Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the Bank nature thereof, and the calculation of Excess Cash Flow of action, if any, which such Borrower proposes to take with respect thereto and (b) showing in detail the Borrowercalculations supporting such statement in respect of, if such Borrower is TWC, NWP or TGPL, Section 5.2(b) and, if such Borrower is TWC, Section 5.2(c); (div) by such other information (other than projections) respecting the sixtieth business or properties, or the condition or operations, financial or otherwise, of such Borrower or any of its Material Subsidiaries as any Bank through the Agent may from time to time reasonably request; (60thv) day promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for all proxy material, reports and other information which TWC sends to its security holders generally, and copies of all final reports and final registration statements which such Borrower or any Subsidiary of such Borrower files with the Companies on Securities and Exchange Commission or any national securities exchange; provided that, if such proxy materials and reports, registration statements and other information are readily available on-line through E▇▇▇▇, such Borrower or Subsidiary shall not be obligated to furnish copies thereof; (vi) as soon as possible and in any event within 30 Business Days after such Borrower or any Subsidiary or ERISA Affiliate of such Borrower knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably expected to occur that could reasonably be expected to have a consolidated basis Material Adverse Effect in respect of such Fiscal Year prepared in accordance with GAAPBorrower, a statement of an Authorized Financial Officer of such Borrower describing such Termination Event and the action, if any, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)such Borrower proposes to take with respect thereto; (evii) promptly and in any event within 25 Business Days after receipt thereof by the one hundred and twentieth (120th) day such Borrower or any ERISA Affiliate of such Borrower, copies of each notice received by such Borrower or any ERISA Affiliate of such Borrower from the Closing DatePBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan; (viii) promptly and in any event within 25 Business Days after receipt thereof by such Borrower or any ERISA Affiliate of such Borrower from the sponsor of a Multiemployer Plan, for the Fiscal Year ended December 31, 2017: a copy of each notice received by such Borrower or any ERISA Affiliate of such Borrower concerning (iA) the Year-end Financial Statements; imposition of a Withdrawal Liability by a Multiemployer Plan, (iiB) financial statements the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or expected to be incurred, by such Borrower or any ERISA Affiliate of such Borrower in connection with respect any event described in clause (A), (B) or (C) above that, in the aggregate, could reasonably be expected to Thinkwrap on have a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet Material Adverse Effect in respect of the such Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (hix) such additional information and documents as the Bank may reasonably require from time promptly after any change in any rating referred to time (includingin Section 1.5 or any change in, without limitationor issuance, withdrawal or termination of, the amount rating of Accrued Funding not applied during any prior fiscal period)senior unsecured long-term debt of such Borrower by S&P or M▇▇▇▇’▇, notice thereof.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) deliver, or shall cause to be delivered, to the Bank Administrative Agent with sufficient copies of each for the following financial and other information at the times indicated belowLenders: (a) a Borrowing Base Certificate certified by Annual Financial Statements As soon as available and in any event within 90 days after the Senior Financial Officer end of each fiscal year of the Borrower, the audited consolidated statements of income, stockholders' equity, changes in financial position and cash flows of the Borrower or other senior officer and its Consolidated Subsidiaries for such fiscal year, and the related consolidated balance sheets of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Consolidated Subsidiaries as at the end of each monthsuch fiscal year, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter setting forth in each Fiscal Yearcase in comparative form the corresponding figures for the preceding fiscal year, other than and accompanied by the fourth Fiscal Quarter; and (ii) related opinion of independent public accountants of recognized national standing reasonably acceptable to the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied byAdministrative Agent which opinion shall state that said financial statements fairly present, in each caseall material respects, a Compliance Certificate certified by the Senior Financial Officer or other senior officer consolidated financial condition and results of operations of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after its Consolidated Subsidiaries as at the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all of, and for, such fiscal year and that such financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year statements have been prepared in accordance with GAAP, except for such changes in such principles with which the independent public accountants shall disclose all material assumptions utilized have concurred and such opinion shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”);not contain a "going concern" or like qualification or exception. (eb) by Quarterly Financial Statements As soon as available and in any event within 45 days after the one hundred and twentieth (120th) day from end of each of the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect first three fiscal quarterly periods of each fiscal year of the Borrower, Thinkwrap consolidated statements of income, stockholders' equity, changes in financial position and Spark Red; (f) not less than thirty (30) days prior to the payment cash flows of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and its Consolidated Subsidiaries for such period and for the Fiscal Year immediately after period from the beginning of the respective fiscal year to the end of such payment (period, and the related consolidated balance sheets as at the end of such period, and setting forth in each case in comparative form the corresponding figures for greater certaintythe corresponding period in the preceding fiscal year, accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for, such pro forma compliance with such financial covenants shall be calculated after giving effect period (subject to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than binormal year-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal periodend audit adjustments).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Guarantor, the Consolidated balance sheet of the Guarantor and its Subsidiaries as of the end of such quarter and the Consolidated statement of income of the Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer of the Guarantor as having been prepared in each Fiscal Yearaccordance with generally accepted accounting principles and certificates of the chief financial officer of the Guarantor as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, other than provided that in the fourth Fiscal Quarter; andevent of any change in generally accepted accounting principles used in the preparation of such financial statements, the Guarantor shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year fiscal year of the Guarantor, a copy of the annual audit report for such year for the Guarantor and its Subsidiaries, containing the Consolidated balance sheet of the Guarantor and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for such fiscal year, in each case accompanied by a Compliance Certificate certified an opinion acceptable to the Required Lenders by the Senior Financial Officer Arthur Andersen LLP or other senior independent public acc▇▇▇▇▇▇t▇ ▇▇▇▇▇▇able to the Required Lenders, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Guarantor shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; (iii) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower acceptable to or the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect Guarantor setting forth details of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank Default and the calculation of Excess Cash Flow of action that the BorrowerBorrower and the Guarantor has taken and proposes to take with respect thereto; (div) by the sixtieth (60th) day promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for all reports that the Companies on a consolidated basis in respect Guarantor sends to any of such Fiscal Year prepared in accordance its securityholders, and copies of all reports and registration statements that the Guarantor or any Subsidiary files with GAAP, which shall disclose all material assumptions utilized the Securities and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases Exchange Commission or any national securities exchange; and tax liabilities (an “Annual Business Plan”);43 (ev) by such other information respecting the one hundred and twentieth (120th) day from the Closing Datecondition, for the Fiscal Year ended December 31financial or otherwise, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect or operations of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to Guarantor or any of its Subsidiaries as any Lender through the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank Agent may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated beloweach Lender: (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a Borrowing Base Certificate certified by the statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each monthsuch quarter and consolidated statements of income, by no later than retained earnings and cash flows of the thirtieth (30th) day after Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such monthquarter, containing provided, however, such financial statements shall be deemed delivered if within the time periods specified such financial statements are available to be downloaded from the Borrower's website, unless otherwise requested by any Lender all in reasonable detail and duly certified (isubject to year-end audit adjustments) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts by a Senior Financial Officer as having been prepared in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at accordance (in all material respects) with generally accepted accounting principles consistent with those applied in the report date; and (ii) an aged summary of accounts payable preparation of the Companiesfinancial statements referred to in Section 4.01(f), together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 120 days after the end of each Fiscal Quarter fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each Fiscal Yearcase (x) accompanied by the audit report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or another nationally-recognized independent public accounting firm acceptable to the Majority Lenders) if at any time during such fiscal year the Reference Ratings were Baa2 or lower (in the case of ▇▇▇▇▇'▇) or BBB or lower (in the case of S&P) or (y) in reasonable detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(f), together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other than ERISA Event with respect to any Plan of the fourth Fiscal QuarterBorrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (vii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.01(g) or (B) for which the Agent, the Lenders will be entitled to indemnity under Section 8.04(c); (viii) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any Subsidiary of the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (iiix) promptly after requested, such other information respecting the sixtieth (60th) day after the end business, properties, results of the fourth Fiscal Quarter in each Fiscal Yearoperations, accompanied byprospects, in each caserevenues, a Compliance Certificate certified by the Senior Financial Officer condition or other senior officer operations, financial or otherwise, of the Borrower acceptable to the Bank in the form or any of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents its Subsidiaries as the Bank Agent or any Lender through the Agent may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Parent Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank Agent for distribution to the following financial and other information at the times indicated belowLenders: (a) a Borrowing Base Certificate certified by As soon as available and in any event within 45 days after the Senior Financial Officer end of each of the Borrower or other senior officer first three Fiscal Quarters, Consolidated balance sheets of the Parent Borrower acceptable to and its Subsidiaries as of the Bank in end of such Fiscal Quarters and Consolidated statements of income and retained earnings of the form of Exhibit “F” attached hereto as Parent Borrower and its Subsidiaries for the period commencing at the end of each month, by no later than the thirtieth (30th) day after previous Fiscal Year and ending with the end of such monthFiscal Quarter, containing setting forth in each case in comparative form the figures for (i) an aged summary of Accounts including domicile of account debtorssuch period set forth in the projections delivered pursuant to Section 7.04(j) hereof, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable the corresponding Fiscal Quarter of the Companies;previous Fiscal Year and (iii) the corresponding portion of the previous Fiscal Year, certified by the chief financial officer or treasurer of the Parent Borrower and accompanied by a certificate of said officer stating that such have been prepared in accordance with GAAP. (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day As soon as available and in any event within 75 days after the end of each Fiscal Quarter in each Year, a copy of the annual report for such year for the Parent Borrower and its Subsidiaries, containing Consolidated financial statements of the Parent Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year and certified by Deloitte & Touche LLP or other independent public accountants reasonably acceptable to the Majority Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. (c) If Availability is at any time less than the fourth Fiscal Quarter; and greater of (i) $350.0 million and (ii) 20.0% of the sixtieth (60th) day Loan Cap, then within 30 days after the end of each Fiscal Month of each Fiscal Year of Parent Borrower, Parent Borrower will furnish to the fourth Agent for distribution to the Lenders a Consolidated balance sheet of Parent Borrower and its Subsidiaries as at the end of such Fiscal Quarter Month, and the related Consolidated statements of income and retained earnings for such Fiscal Month, and for the portion of the Borrower’s Fiscal Year then ended, certified by the chief financial officer or treasurer of Parent Borrower and accompanied by a certificate of said officer stating that such have been prepared in accordance with GAAP; (d) Together with the financial statements required by Sections 7.04(a), (b) and(c), a compliance certificate signed by the chief financial officer, treasurer or assistant treasurer of the Parent Borrower stating (i) whether or not he or she has knowledge of the occurrence of any Event of Default or Default and, if so, stating in reasonable detail the facts with respect thereto and (ii) whether or not the Parent Borrower is in compliance with the requirements set forth in Section 7.03 and showing the computations used in determining such compliance or non-compliance. (e) As soon as possible and in any event within five Business Days after a Responsible Officer becomes aware of each Event of Default and Default, a statement of a Responsible Officer of the Parent Borrower setting forth details of such Event of Default or Default and the action which the Parent Borrower has taken and proposes to take with respect thereto. (f) Promptly after the sending or filing thereof, copies of all reports which the Parent Borrower sends to any of its security holders, and copies of all reports and registration statements which the Parent Borrower or any Subsidiary files with the Securities and Exchange Commission (the “SEC”) or any national securities exchange. (g) Promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Beneficial Ownership Regulation or other applicable anti-money laundering laws. (h) Such other information respecting the condition or operations, financial or otherwise, of the Parent Borrower or any of its Subsidiaries as any Lender Party, through the Agent, may from time to time reasonably request. (i) On the 15th day after the last day of each Fiscal MonthQuarter (or, if such day is not a Business Day, on the next succeeding Business Day), commencing with the Fiscal MonthQuarter ending July 4, 2020 (provided that if Letters of Credit in excess of $50,000,000 or any Advance is requested prior to the date that the Borrowing Base Certificate is delivered for the Fiscal Month ending May 30, 2020, a Borrowing Base Certificate for the Fiscal Month ending May 2, 2020 shall be delivered in connection with such request)31, 2021, a Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal MonthQuarter (provided that the Appraised Value percentage applied to the Eligible Inventory set forth in each Fiscal YearBorrowing Base Certificate shall be the percentage set forth in the most recent appraisal obtained by the Agent pursuant to Section 7.01(c) for the applicable monthlyquarterly period in which such Borrowing Base Certificate is delivered), accompanied byeach Borrowing Base Certificate to be certified as complete and correct in all material respects by a Responsible Officer of Parent Borrower; provided that (x) at any time that a Weekly Borrowing Base Delivery Event has occurred and is continuing (or if Parent Borrower elects, so long as the frequency of delivery is maintained by Parent Borrower through the second week of January for the following calendar year), such Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday and, (y) Parent Borrower shall be required to compute the Borrowing Base and deliver an updated Borrowing Base Certificate in connection with any bulk sale or other Disposition of ABL Priority Collateral or Canadian Collateral outside of the ordinary course of business, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer constituting greater than 5% of the Borrower acceptable to the Bank Borrowing Base (or, in the form case of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts Dispositions pursuant to Section 7.02(d)(xiii), such other amount set out forth in Section 9.03 herein in respect 7.02(d)(xiii)); and (z) at any time that a Monthly Borrowing Base Delivery Event has occurred and is continuing (or if Parent Borrower elects, so long as the frequency of delivery is maintained by Parent Borrower through the second week of January of the following calendar year), such Borrowing Base Certificate shall be delivered on the 15th day of each Fiscal Quarter Month (including all supporting calculationsor, if such day is not a Business Day, on the next succeeding Business Day), as of the close of business as of the last day of the immediately preceding Fiscal Month; (cj) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day Within 60 days after the end of each Fiscal Year accompanied of Parent Borrower, forecasts prepared by a Compliance Certificate certified by the Senior Financial Officer or other senior officer management of the Borrower acceptable Parent Borrower, in form reasonably satisfactory to the Bank Agent, of Consolidated balance sheets and statements of income or operations and cash flows of Parent Borrower and its Subsidiaries, and an Availability analysis, in each case on a monthly basis for the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 immediately following Fiscal Year (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31in which the Maturity Date occurs), 2017: (i) the Year-end Financial Statements; (ii) financial statements and as soon as available, any significant revisions to such forecast with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the BankYear; and (hk) Simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a), (b) and (c) above, related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such additional consolidated financial statements. Documents required to be delivered pursuant to Section 7.04(a), (b) or (c) or Section 7.04(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on the Internet at the website address “▇▇▇.▇▇▇▇▇▇.▇▇▇” (or any successor page notified to the Lenders); or (ii) on which such documents are posted on the Parent Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent). The Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Parent Borrower hereby acknowledges that (a) the Agent will make available to the Lender Parties materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or a substantially similar electronic transmission system (the “Platform”) and documents (b) certain of the Lender Parties (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Parent Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Parent Borrower shall be deemed to have authorized the Agent and the Lender Parties to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Bank may reasonably require from time Parent Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to time the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.11); (including, without limitationy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the amount of Accrued Funding not applied during Parent Borrower shall be under no obligation to ▇▇▇▇ any prior fiscal period)Borrower Materials “PUBLIC”.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish directly to each of the Bank the following financial and other information at the times indicated below:Banks: 36 (a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, audited, consolidated financial statements of the Borrower and the Guarantors, which shall include consolidated balance sheets of the Borrower and the Guarantors as of the end of such fiscal year, together with consolidated income statements and statements of cash flows of the Borrower and the Guarantors for such fiscal year and as of the end of and for the prior fiscal year, all prepared in accordance with GAAP and accompanied by an unqualified opinion on such consolidated financial statements by a Borrowing Base Certificate nationally recognized independent certified public accountants reasonably acceptable to the Banks, together with management prepared corresponding consolidating financial statements, all prepared by or under the Senior supervision of the Chief Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companiesaccordance with GAAP; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 45 days after the end of each Fiscal Quarter in of the first, second and third quarters of each Fiscal Yearfiscal year of the Borrower, other than consolidated and consolidating financial statements of the fourth Fiscal Quarter; and (ii) Borrower and the sixtieth (60th) day after Guarantors, which shall include consolidated and consolidating balance sheets of the Borrower and the Guarantors as of the end of each such quarter, together with consolidated and consolidating income statements and statements of cash flows of the Borrower and the Guarantors for each such quarterly period and for the period commencing at the end of the fourth Fiscal Quarter previous fiscal year and ending with the end of such quarter, all in each Fiscal Year, accompanied by, reasonable detail and stating in each case, a Compliance Certificate certified comparative form the respective figures of the corresponding date and period in the previous fiscal year and all prepared by or under the Senior Financial Officer or other senior supervision of the chief financial officer of the Borrower acceptable in accordance with GAAP (subject to year-end adjustments and except for the Bank absence of notes prepared in the form of Exhibit “E” attached hereto which shall evidence compliance accordance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculationsGAAP); (c) simultaneously with the annual Year-end delivery of the financial reporting statements referred to in (a) and (b) above, a certificate of the Chief Executive Officer or the Chief Financial Statements, accompanied by an unqualified opinion Officer of the Borrower’s auditor , certifying that to the best of his knowledge (i) no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, a copy of with computations demonstrating compliance (or non-compliance, as the case may be with the covenants contained in Article 9, and (ii) such auditor’s letter to management and related management discussion and analysisfinancial statements have been prepared in accordance with GAAP (subject, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form case of Exhibit “E” attached hereto which shall evidence compliance interim statements, to year end adjustments and except for the absence of notes thereto prepared in accordance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the BorrowerGAAP); (d) by simultaneously with the sixtieth (60thdelivery of the annual financial statements referred to in Section 7.8(a) day after above, a certificate of the start of each Fiscal Year business plan independent public accountants who audited such statements to the effect that, in making the examination necessary for the Companies on a consolidated basis in respect audit of such Fiscal Year prepared statements, they have obtained no knowledge of any condition or event which constitutes a Default or Event of Default, or if such accountants shall have obtained knowledge of any such condition or event, specifying in accordance with GAAP, such certificate each such condition or event of which shall disclose all material assumptions utilized they have knowledge and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases nature and tax liabilities (an “Annual Business Plan”)status thereof; (e) by Quarterly, as soon as available and, in any event, not later than the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) dates financial statements with respect are required to Thinkwrap on a review engagement basis; be delivered pursuant to (iiia) management prepared financial statements with respect to Spark Red; and (ivb) above, a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark RedBorrowing Base Certificate; (f) Annually, not less later than thirty (30) days prior to the payment February 15 of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C)each year, the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all Borrower's business plan and projections of financial covenants contained in Section 9.03 both immediately before and statements for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to succeeding year illustrating the changes to Funded Debt resulting from any Advance under Facility C);projected (g) Quarterly, as soon as available and, in any event, not less later than bi-weeklythe dates financial statements are required to be delivered pursuant to (a) and (b) above, provide a report detailing the Bank with an update (whether orally or performance of all operations of the Borrower and the Guarantors by business segment, in writing) as form and substance satisfactory to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; andBanks; (h) such additional Property financial information in a form consistent with the form of information provided on Schedule 7.8(h) hereto; (i) promptly after the Borrower or any Guarantor becomes aware of the commencement thereof, notice of (a) all actions, suits, and documents as proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Bank may reasonably require from time to time (Borrower or any Guarantor, including, without limitation, any such proceeding to any alleged violation of any Environmental Law and including any proceedings relating to any matter if a determination adverse to the Borrower and the Guarantors in such proceeding would have a material adverse effect upon the operations, business, properties or financial condition of the Borrower or any Operating Company or of the Borrower and the Guarantors, taken as a whole, or (b) default under any lease or mortgage with respect to any Real Estate Asset which would have a material adverse effect upon the operations, business, properties or financial condition of the Borrower or any Operating Company or on the Borrower and the Guarantors, taken as a whole; (j) immediately after the Borrower or any Guarantor has knowledge of any Default or Event of Default has occurred, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken by the Borrower with respect thereto; (k) as soon as possible and in any event within five Banking Days after the Borrower knows that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan have occurred or exist, a statement signed by a Chief Executive Officer or the Chief Financial Officer of the Borrower setting forth details respecting such event or condition and the action, if any, which the Borrower or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the Borrower or an ERISA Affiliate with respect to such event or condition): (i) any Reportable Event; (ii) the filing, under Section 4041 of ERISA of a notice of intent to terminate any Plan or the termination of any Plan; (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (iv) receipt by the Borrower or ERISA Affiliate of notice from a Multiemployer Plan of the complete or partial withdrawal by the Borrower or any ERISA Affiliate under Section 4201 or 4204 of ERISA from a Multiemployer Plan imposing withdrawal liability (as of the date of such notification) exceeding $250,000 or requiring payments exceeding $250,000 per annum; (v) receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA if the aggregate annual contributions of the Borrower and all ERISA Affiliates to all Multiemployer Plans which are then in reorganization or being terminated have been increased over amounts contributed to such Multiemployer Plans for the plan year immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $250,000; and (vi) the institution of Accrued Funding a proceeding by a fiduciary or any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA for delinquent contributions in excess of $100,000 which proceeding is not applied during dismissed within 30 days; (l) annually, not later than June 1 of each year, a property cash flow analysis for the Borrower and the Guarantors, which shall be in form and substance satisfactory to the Banks; (m) upon the request of the Banks, promptly after the furnishing thereof, copies of any prior fiscal period)reports or records required to be filed with or furnished to any insurance carriers or governmental authorities relating to Hazardous Substances located on any of real properties owned or occupied by the Borrower or any Guarantor; (n) promptly after the Borrower or any Guarantor knows of the commencement or threat thereof, notice of any Forfeiture Proceeding; (o) promptly after such judgment, decree or order is entered, notice of any judgment, decree or order entered against the Borrower or any of the Guarantors; (p) promptly and, in any event, within 5 Banking Days, notice of any event which would (i) require an interim adjustment of $500,000 or more to the Borrowing Base in accordance with the provisions of Section 3.8 hereof or (ii) would require an interim adjustment of the Borrowing Base, regardless of amount, if as a result of such adjustment Aggregate Outstandings would exceed the Borrowing Base; and (q) promptly upon the chief executive officer or the chief financial officer of the Borrower or any Guarantor obtaining knowledge thereof, notice of any dispute with any account debtor involving an amount in excess of $100,000 and notice of all disputes with account debtors involving aggregate amounts in dispute in excess of $500,000; and (r) such other information respecting the condition or operations, financial or otherwise of the Borrower or any of the Guarantors or ERISA Affiliates, including copies of other reports filed from time to time within the Securities and Exchange Commission, as the Banks may from time to time reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated belowLender: (ai) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank as soon as available and in the form of Exhibit “F” attached hereto as at any event within 45 days after the end of each month, by no later than an interim (A) consolidated and consolidating balance sheets of each Borrower as at the thirtieth (30th) day after end of such month and for the period commencing at the end of the immediately preceding fiscal year and ending with the end of such month, containing (iB) an aged summary consolidated and consolidating statement of Accounts including domicile income of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding each Borrower as at the report date; end of such month and for the period commencing at the end of the immediately preceding fiscal year and ending with the end of such month, and (C) consolidated and consolidating statement of cash flow of each Borrower for such month and for the period commencing at the end of the immediately preceding fiscal year and ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding date or period of the immediately preceding fiscal year and setting forth the budget for such period all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, each duly certified by the chief financial officer of such Borrower as (1) fairly presenting the financial condition of such Borrower at the end of such month, and the results of the operations of such Borrower for such month (subject to normal year-end audit adjustments), and (2) having been prepared in accordance with generally accepted accounting principles consistently applied; (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 45 days after the end of each Fiscal Quarter in fiscal quarter of each Fiscal YearBorrower, other than an interim (A) consolidated and consolidating balance sheet of each Borrower as at the fourth Fiscal Quarter; and (ii) end of such quarter and for the sixtieth (60th) day after period commencing at the end of the fourth Fiscal Quarter in immediately preceding fiscal year and ending with the end of such quarter, (B) consolidated and consolidating statement of income of each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by Borrower as at the Senior Financial Officer or other senior officer end of such quarter and for the period commencing at the end of the Borrower acceptable to immediately preceding fiscal year and ending with the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect end of such Fiscal Quarter quarter, and (including all supporting calculationsC) (1) fairly presenting the financial condition of such Borrower at the end of such quarter, and the results of the operations of such Borrower for such quarter (subject to normal year-end audit adjustments), and (2) having been prepared in accordance with generally accepted accounting principles consistently applied; (ciii) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management as soon as available and related management discussion and analysis, by the one hundred and twentieth (120th) day in any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by fiscal year of each Borrower or such time that the Senior Financial Officer or other senior officer of the Borrower acceptable information required to be delivered pursuant to subparagraph 7.01(a)(v) is delivered to the Bank in Securities and Exchange Commission without violation of any rule, regulation or order thereof, a (A) consolidated and consolidating balance sheet of each Borrower as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year fiscal year, (B) consolidated and shall include an analysis consolidating statement of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start income of each Fiscal Year business plan Borrower as at the end of such fiscal year, and (C) consolidated and consolidating statement of cash flow of each Borrower for such fiscal year setting forth in comparative form the corresponding figures for the Companies on a consolidated basis immediately preceding fiscal year and setting forth the budget for such fiscal year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAPgenerally accepted accounting principles consistently applied and, which in the case of balance sheets and statement of income, accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of an independent certified public accountant of recognized standing selected by each Borrower and satisfactory to the Lender, together with any management letter prepared by such accountant and a written statement of such accountant (1) to the effect that in making the examination necessary for its certification of such financial statements, it has not obtained any knowledge of the existence of an Event of Default, or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, or (2) if such accountant shall disclose all material assumptions utilized and shall include have obtained any knowledge of the following items: balance sheetexistence of an Event of Default, income statementor an event which, cashflow statementwith the giving of notice or the lapse of time or both, Capital Expenditureswould constitute an Event of Default, operating leases and tax liabilities (an “Annual Business Plan”)describing the nature thereof; (eiv) within 45 days after the end of any fiscal quarter of the Guarantor or such time that the information required to be delivered pursuant to this subparagraph 7.01(a)(iv) is delivered to the Securities and Exchange Commission without violation of any rule, regulation or order thereof, balance sheets of the Guarantor and its subsidiaries as of the end of such fiscal quarter and statements of income and retained earnings of the Guarantor and its subsidiaries for the period commencing at the beginning of the fiscal year in which such fiscal quarter falls through the end of such fiscal quarter, certified as accurate and correct by the one hundred chief financial officer of the Guarantor; (v) within 120 days after the end of each fiscal year of the Guarantor or such time that the information required to be delivered pursuant to this subparagraph 7.01(a)(v) is delivered to the Securities and twentieth (120th) day from Exchange Commission without violation of any rule, regulation or order thereof, a copy of the Closing Date, annual report for such fiscal year for the Fiscal Year ended December 31Guarantor and its subsidiaries containing financial statements for such year certified in a manner acceptable to Lender by independent public accountants of recognized standing; (vi) promptly after the sending or filing thereof, 2017: copies of all reports that the Guarantor sends to any of its security holders, reports and copies of all reports and registration statements that the Guarantor or any subsidiary files with the Securities and Exchange Commission or any national securities exchange; (vii) promptly upon delivery thereof, all reports and filings made by each Borrower and/or the Guarantor to the West Virginia Racing Commission or the West Virginia Lottery Commission; (viii) simultaneously with the delivery of the financial statements required by clauses (i) the Year-end Financial Statements; ), (ii), (iii), (iv) and (v) of this Section 8.01(a), (A) a certificate of the chief financial officer of the appropriate Loan Party, stating that such officer has reviewed the provisions of this Agreement and the other Loan Documents to which such Loan Party is a party and has made or caused to be made under his supervision a review of the condition and operations of such Loan Party during the period covered by such financial statements with respect a view to Thinkwrap on a review engagement basis; (iii) management prepared financial statements determining whether each Borrower was in compliance with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect all of the Borrowerprovisions of such Loan Documents, Thinkwrap and Spark Redthat such review has not disclosed, and such officer has no knowledge of, the existence during such period of an Event of Default, or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default; (fix) not less as soon as available, and in any event no later than thirty 90 days after the end of each year, annual financial projections (30including forecasted income statements, cash flow statements, schedules of cash receipts and disbursements and borrowings hereunder) days prior to of each Borrower and the payment of any EarnGuarantor for the next succeeding three-out (for greater certaintyyear period, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C)all in reasonable detail, the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance together with all financial covenants contained in Section 9.03 both immediately before and for such supporting information as the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants Lender shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)reasonably request; (gx) promptly after submission to any Governmental Authority not less otherwise referred to in this subsection 8.01(a), all documents and information furnished to such Governmental Authority, unless such documents and information are furnished in the ordinary course of business and will not result in any adverse action to be taken by such Governmental Authority; (xi) promptly after obtaining knowledge thereof but in any event not later than bi-weeklyfive (5) days after the occurrence of an Event of Default, provide or an event which, with the Bank giving of notice or the lapse of time or both, would constitute an Event of Default, or a material adverse change in the condition or operations, financial or otherwise, of each Borrower, the written statement of the chief executive officer or the chief financial officer of such Borrower, setting forth the details of such Event of Default, event or material adverse change and the action which such Borrower proposes to take with an update respect thereto; (whether orally or in writingxii) as soon as possible and in any event within 10 days after any Borrower, the Guarantor or any of their Affiliates knows or has reason to know of the most recent status existence of any Equity IssuanceUnfunded Liability, together with a notice setting forth the amount of such supporting information or documentation reasonably required Unfunded Liability, certified by the Bankchief financial officer of the applicable Loan Party. (xiii) promptly after the commencement thereof but in any event not later than ten (10) days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Borrower or the Guarantor, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which may materially adversely affect the condition or operations, financial or otherwise, of any Borrower or the Guarantor; and (hxiv) promptly upon request, such additional other information and documents concerning the condition or operations, financial or otherwise, of each Borrower or the Guarantor as the Bank may reasonably require Lender from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)may reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) as soon as available and in any event within 45 days after the fortyend of each of the first three Fiscal Quarters of the Borrower, Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarters and Consolidated statements of income and retained earnings of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by the chief financial officer or treasurer of the Borrower and accompanied by a certificate of said officer stating (i) that such have been prepared in accordance with generally accepted accounting principles, (ii) whether or not he or she has knowledge of the occurrence of any Event of Default or Default and, if so, stating in reasonable detail the facts with respect thereto and (iii) whether or not the Borrower is in compliance with the requirements set forth in Section 7.03 hereof (which certificate shall contain the computations used by such chief financial officer or treasurer in determining such compliance or non-fifth compliance and shall be in the form of the Compliance Certificate attached hereto as Exhibit I); (45thii) day as soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual report for such year for the Borrower and its Subsidiaries, containing Consolidated financial statements of the Borrower and its Subsidiaries for such Fiscal Year certified by Deloitte & Touche LLP or other independent public accountants reasonably acceptable to the Majority Lenders; (iii) within 90 days after the end of each Fiscal Year of the Borrower, a certificate of the chief financial officer or treasurer of the Borrower stating (i) whether or not he or she has knowledge of the occurrence of any Event of Default or Default and, if so, stating in reasonable detail the facts with respect thereto, and (ii) whether or not the Borrower is in compliance with the requirements set forth in Section 7.03 hereof (which certificate shall contain the computations used by such chief financial officer or treasurer in determining such compliance or non-compliance and shall be in the form of the Compliance Certificate attached hereto as Exhibit I); (iv) as soon as possible and in any event within five days after a Responsible Officer becomes aware of each Event of Default and Default, a statement of a Responsible Officer of the Borrower setting forth details of such Event of Default or Default and the action which the Borrower has taken and proposes to take with respect thereto; (v) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to any of its security holders, and copies of all reports and registration statements which the Borrower or any Subsidiary files with the Securities and Exchange Commission (the "SEC") or any national securities exchange; (vi) promptly after the filing or receiving thereof, copies of all reports and notices which the Borrower or any Subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Borrower or any Subsidiary receives from such entities other than immaterial regular periodic notices and reports and notices and reports of general circulation; (vii) within 90 days after the end of each Fiscal Year of the Borrower, a summary, prepared by a Responsible Officer of the Borrower, of the Borrower's (and its Subsidiaries') major insurance coverages (and the amount of self-insurance) then in effect; (viii) within 30 days after the end of each Fiscal Quarter in of the Borrower, a schedule of each Hedge Agreement outstanding as at the end of each Fiscal YearQuarter, other than containing calculations in reasonable detail used in determining the fourth Hedge Agreements Exposure, if any, as of the end of such Fiscal Quarter; and (iiix) the sixtieth (60th) day within 30 days after the end of the fourth Fiscal Quarter in each Year 2003, projections for Fiscal YearYear 2004, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day within 30 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by 2004, projections for Fiscal Year 2005, in each case prepared on the Senior Financial Officer or other senior officer basis of the Borrower acceptable most current information then available to the Bank Borrower in substantially the same format and containing substantially the same types of information as the projections for Fiscal Year 2003 which were set forth in the form of Exhibit “E” attached hereto which shall evidence compliance Information Memorandum and with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies be prepared on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement quarterly basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (hx) such additional other information and documents respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Issuing Bank, or any Lender through the Bank Agent, may reasonably require from time to time (reasonably request, including, without limitation, the amount condition, status or other information relating to the Collateral as provided in Section 7(c) of Accrued Funding not applied during the Security Agreement. Notwithstanding the foregoing, the financial statements required to be delivered by the Borrower pursuant to clauses (i) and (ii) above and the reports and statements required to be delivered by the Borrower pursuant to clause (v) above shall be deemed to have been delivered on the date on which the Borrower posts reports containing such financial statements or other materials on the Borrower's website on the internet at "▇▇▇.▇▇▇▇▇▇.▇▇▇" or when such reports containing such financial statements or other materials are posted on the SEC's website on the internet at "▇▇▇.▇▇▇.▇▇▇"; provided, however, that the Borrower shall deliver paper copies of such financial statements or other materials to any prior fiscal period)Lender who so requests until the Borrower receives written notice from such Lender to cease delivering paper copies.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished, to the Bank Administrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following financial and other information at the times indicated belowfollowing: (ai) a Borrowing Base Certificate certified by promptly after becoming aware of the Senior Financial occurrence of any Event of Default with respect to such Borrower continuing on the date of such statement, the statement of an Authorized Officer of such Borrower setting forth details of such Event of Default and the Borrower action that such ▇▇▇▇▇▇▇▇ has taken or other senior officer proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the close of each of the first three quarters in each fiscal year of such Borrower, consolidated balance sheets of such Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each month, by no later than such quarter and consolidated statements of income of such Borrower and its Subsidiaries for the thirtieth (30th) day after period commencing at the end of the previous fiscal year and ending with the end of such monthquarter, containing (i) an aged summary fairly presenting in all material respects the financial condition of Accounts including domicile such Borrower and its Subsidiaries as at such date and the results of account debtors, intercompany accounts, doubtful accounts, accounts operations of such Borrower and its Subsidiaries for such period and setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable corresponding figures for the corresponding period of the Companiespreceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments and the exclusion of detailed footnotes) by the chief financial officer, treasurer, assistant treasurer or controller of such Borrower as having been prepared in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes); (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 105 days after the end of each Fiscal Quarter fiscal year of such Borrower, a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing as fairly presenting, in all material respects, the financial position of such Borrower and its Subsidiaries as at the end of such year and the results of their operations and their cash flows for the three-year period (or, if such Borrower is not then required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the two-year period) ending as at the end of such year in conformity with GAAP; (iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer, treasurer, assistant treasurer or controller of such ▇▇▇▇▇▇▇▇ (A) stating whether such Borrower has any knowledge of the occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratio contemplated by Section 5.02, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenant contained in Section 5.02; (v) promptly after the sending or filing thereof, copies of any reports that such ▇▇▇▇▇▇▇▇ sends to any of its securityholders, and copies of all reports on Form 70 753191124 10-K, Form 10-Q or Form 8-K, if any, that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event within 20 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably likely to occur, that would reasonably be expected to result in liability exceeding $100,000,000 to such Borrower or such member of the Controlled Group, a statement of the chief financial officer of such Borrower describing such Termination Event and the action, if any, that such Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto; (vii) promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Department of Labor, copies of each Fiscal YearSchedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (viii) promptly upon request and in any event within five Business Days after receipt thereof by such Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, other than a copy of each notice received by such Borrower or such member of the fourth Fiscal QuarterControlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (ix) promptly and in any event within five Business Days (or one Business Day, if such change would require a prepayment under Section 2.12(b)(iv)) after ▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of such change; (A) promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence, and (B) promptly after any Borrower becomes aware of any change in the information provided in a Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, a written notice specifying any such change; and (iixi) such other information respecting the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Yearcondition or operations, accompanied byfinancial or otherwise, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial StatementsBorrower or any of its Subsidiaries, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the amount SEC or any national securities exchange, as the Administrative Agent, any Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the date specified for delivery of Accrued Funding same under paragraph (ii), (iii) or (v), as applicable, above. If any financial statements or report described in paragraph (ii) or (iii) above is due on a date that is not applied during any prior fiscal period)a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Deliver to the Bank the following financial and other information at the times indicated below:Administrative Agent (with sufficient copies for distribution to each Lender): (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank as soon as available, but in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day event within 90 days after the end of each Fiscal Year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail, audited and accompanied by a Compliance Certificate report and opinion of Ernst & Young LLP, Deloitte & Touche USA LLP, PricewaterhouseCoopers LLP, KPMG LLP or another independent certified by public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the Senior Financial Officer or other senior officer scope of the audit nor to any going concern qualification; (b) as soon as available, but in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a consolidated balance sheet of the Borrower acceptable to and its Subsidiaries as at the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year Quarter, and shall include an analysis the related consolidated statements of any material variances in income for such Fiscal Quarter and cash flows for the portion of the Borrower’s financial results in such Fiscal Year from then ended, setting forth in each case in comparative form the projections contained in figures for the corresponding Fiscal Quarter or portion of the Borrower’s most recent Annual Business Plan presented Fiscal Year then ended of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) promptly after the sending or filing thereof, copies of all material reports which the Borrower sends to its stockholders generally, and copies of all material reports and registration statements which the Borrower or any Restricted Subsidiary files with the Securities and Exchange Commission or any national securities exchange; provided that the Borrower shall not be required to furnish copies of registration statements filed on Form S-8, Form 144 or Forms 3, 4 or 5, or exhibits to the Bank reports and the calculation of Excess Cash Flow of the Borrowerregistration statements referred to in this subsection (c); (d) by promptly subsequent to the sixtieth (60th) day after rendering thereof and, upon a Responsible Officer of the start Borrower becoming aware thereof, notice of each Fiscal Year business plan the rendering against the Borrower or any Restricted Subsidiary of any final judgment or order for the Companies payment of money in excess of the Threshold Amount (or its equivalent in another applicable currency), together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (e) promptly, notice of any Event of Default or any Default hereunder, together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (f) promptly, notice of the occurrence of any ERISA Event that has resulted in or could reasonably be expected to result in a Material Adverse Effect; together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (g) Together with delivery of the items required in clause (a), Borrower's projections of its revenues, expenses, results of operations, cash flows and financial position for the next Fiscal Year, prepared on a consolidated basis in respect such degree of such specificity as may be reasonably requested by Administrative Agent, and including without limitation projected income statements for the next Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; Borrower and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bankits Subsidiaries; and (h) such additional other information and documents respecting the conditions or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender, through the Bank Administrative Agent, may reasonably require from time to time reasonably request and subject to restrictions imposed by applicable security clearance regulations, provided, however, that the Borrower shall only be required to use its commercially reasonable efforts with respect to requests for information regarding Unrestricted Subsidiaries. Reports required to be delivered pursuant to Sections 6.01(a), (includingb) or (c) shall be deemed to have been delivered on the date on which the Borrower posts such reports on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 hereof or when such report is posted on the Securities and Exchange Commission’s website at ▇▇▇.▇▇▇.▇▇▇; provided that (x) the Borrower shall deliver paper copies of such reports to the Administrative Agent upon request or to any Lender who requests the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender, without limitationand (y) the Borrower shall, on or before the amount required delivery date, notify by facsimile or electronic mail (unless requested by such Person to provide paper copies of Accrued Funding not applied during any prior fiscal period)such notice) the Administrative Agent and each Lender of the posting of any such reports. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports referred to above, and in any event shall have no responsibility to monitor compliance by the 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 reports.

Reporting Requirements. The Borrower Borrowers shall deliver (in accordance with Section 13.08) furnish to the Bank the following financial and other information at the times indicated belowLenders: (a) By the fifteenth (15th) day of each calendar month, and at other times at the reasonable request of the Administrative Agent, a Borrowing Base Certificate certified by prepared on a consolidated basis for the Senior Financial Officer Borrowers as of the Borrower or other senior close of business for the preceding Business Day and accompanied by detailed Inventory and accounts receivable aging reports, in form and substance satisfactory to the Required Lenders and certified as true and complete by an officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the CompaniesCompany; (b) Within five (5) Business Days after any written request by the Interim Financial Statements on a consolidated basis by:Administrative Agent or the Collateral Agent, an accounts payable aging report. (ic) the forty-fifth As soon as available and in any event within thirty (45th30) day days after the end of each Fiscal Quarter fiscal quarter, a balance sheet and statement of income of Borrowers for such fiscal quarter and for the portion of the fiscal year ending with such fiscal quarter, prepared on a consolidated basis in each Fiscal Yearaccordance with GAAP in reasonable detail, other than and certified by an officer of Company (in a manner satisfactory to the fourth Fiscal Quarter; andRequired Lenders) as fairly presenting the financial condition and results of operations of the Borrowers, together with a Compliance Certificate; (iid) the sixtieth As soon as available and in any event within one hundred twenty (60th120) day days after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer fiscal year of the Borrower acceptable to Borrowers, an audited balance sheet and statements of income and cash flows of the Bank Borrowers for such fiscal year, prepared on a consolidated basis in the form of Exhibit “E” attached hereto which shall evidence compliance accordance with all financial ratios GAAP in reasonable detail and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate independent certified by the Senior Financial Officer or other senior officer of the Borrower public accountants acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance Required Lenders, together with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)Compliance Certificate; (e) Promptly upon receipt thereof, copies of all material reports or letters submitted to the Borrowers by the one hundred and twentieth (120th) day from the Closing Dateany auditors or accountants in connection with any annual, for the Fiscal Year ended December 31interim, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Redor special audit; (f) not less than As soon as possible but at least thirty (30) days prior to the payment commencement of any Earn-out (each fiscal year, a monthly business plan of Borrowers for greater certaintysuch year, regardless including a projected balance sheet and income statements, accompanied by a statement of whether or not such Earn-out is to be paid from assumptions and certified by an officer of the proceeds from an Advance under Facility C), the Borrower shall deliver Company in a manner reasonably acceptable to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Required Lenders; (g) not less than bi-weeklyPromptly upon the filing thereof, provide copies of all filings made by the Bank Borrowers with the Securities and Exchange Commission; (h) As soon as possible and in any event within five (5) Business Days after knowledge thereof by an update (whether orally or in writing) as to the most recent status officer of any Equity Issuanceof the Borrowers, a notice of the occurrence of any material Default or Event of Default, setting forth the details thereof, and the action being taken or proposed to be taken with respect thereto; (i) As soon as possible and in any event within five (5) Business Days, notice of any Litigation pending against the Borrowers which, if determined adversely, could result in liability of one million dollars ($1,000,000) or more or any Material Adverse Change, together with a statement of an officer of Company describing the allegations of such supporting information Litigation, and the action being taken or documentation reasonably required by proposed to be taken with respect thereto; (j) Promptly after filing or receipt thereof, copies of all reports and notices that any of the BankBorrowers furnishes to or receives from any holder of any Debt or Contingent Liability, in any such case relating to a material breach, material default or event of default thereunder, or otherwise relating to any event or circumstance that could result in a material Default or Event of Default; and (hk) Promptly upon request, such additional information concerning the Borrowing Base, Accounts, Inventory, the Borrowers’ financial condition, Property, business, affairs or prospects, and documents other matters, as the Bank may reasonably require Required Lenders from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably may request.

Reporting Requirements. The Borrower shall Borrowers will deliver (in accordance with Section 13.08) to the Bank the following financial and other information at the times indicated belowWFPC: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at within 20 days after the end of each month, by no later than the thirtieth (30th) day after company prepared consolidated and consolidating financial statements of Borrowers’ business for such previous month, consisting of a balance sheet, income statement, statement of cash flow, and consolidating schedules as of the end of such month, containing (i) an aged summary of Accounts including domicile of account debtorsall in reasonable detail, intercompany accountsprepared in accordance with GAAP consistently applied, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companiessubject to year-end adjustments; (b) within 120 days after the Interim Financial Statements on close of each fiscal year, commencing with the fiscal year ending December 31, 2007, consolidated and consolidating financial statements of Borrowers and their consolidated Subsidiaries for the fiscal year then ended consisting of a balance sheet, income statement and statement of cash flow of Borrowers and their consolidated basis by: (i) the forty-fifth (45th) day after Subsidiaries as of the end of each Fiscal Quarter such fiscal year, all in each Fiscal Yearreasonable detail, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculationsschedules and footnotes, prepared in accordance with GAAP consistently applied, which consolidated financial statements shall be audited and certified by an independent certified public accountant selected by Borrowers and reasonably acceptable to WFPC (it being agreed by WFPC that McGladrey & ▇▇▇▇▇▇, LLP is an acceptable independent certified public accountant) and accompanied by an opinion of such accountant without a “going concern” or like qualification(other than any qualification required due to the fact that Borrowers are actively seeking to sell themselves and/or their businesses which for the sake of clarity shall be permitted); and cause WFPC to be furnished at the time of completion thereof, a copy of any management letter for Borrowers and their consolidated Subsidiaries prepared by such public accounting firm; (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion documents required to be furnished pursuant to Section 3.3 of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth this Agreement; (120thd) day within 20 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan month, for the Companies on a consolidated basis month then ending, reports in respect form and substance satisfactory to WFPC, as required pursuant to Section 3.3, setting forth an aging of Receivables, Schedule of Receivables and Assignment, an Availability Statement, covenant compliance certificate, books and records consisting of data tape information and also such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized other documentation and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)information promptly after request therefor by WFPC; (e) within 120 days after the close of each fiscal year, an Annual Compliance Certificate executed by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect chief executive officer or president of the Borrower, Thinkwrap and Spark RedBorrower Agent; (f) not less than thirty (30) days prior to the payment Upon request of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require WFPC from time to time (includingtime, without limitationcopies of Borrowers’ corporate income tax returns, including any schedules attached thereto, filed with the amount of Accrued Funding not applied during any prior fiscal period).Internal Revenue Service promptly after filing with the Internal Revenue Service; and

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank (or cause to be furnished to the following financial and other information at the times indicated below:Bank): (ai) Within 90 days after the end of each fiscal year of the Borrower, a Borrowing Base Certificate certified copy of the Borrower's Annual Report on Form 10-K for such fiscal year, as filed with the SEC. Such Annual Report will contain or will be accompanied by the Senior Financial Officer annual audit report for such fiscal year for the Borrower, including therein consolidated (and, if the Borrower then has any Subsidiaries, consolidating) balance sheets of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and Subsidiaries as at the end of each monthsuch fiscal year and related consolidated (and, if the Borrower then has any Subsidiaries, consolidating) statements of income, stockholders' equity and cash flow for the fiscal year then ended. The annual consolidated financial statements shall be audited by no later than the thirtieth (30th) day Borrower's independent public accountants, such audit report to be in such form as is generally recognized as "unqualified". The Borrower will also deliver to the Bank, within 90 days after the end commencement of each fiscal year, projections of sales, income and expenses of the Borrower for such monthfiscal year, containing (i) an aged summary prepared by the Borrower's management and approved by the Borrower's Board of Accounts including domicile of account debtorsDirectors, intercompany accounts, doubtful accounts, accounts such projections to be in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at such detail as is reasonably satisfactory to the report date; and Bank. (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day Within 45 days after the end of each Fiscal Quarter fiscal quarter of the Borrower, a copy of the Borrower's Quarterly Report on Form 10-Q for such fiscal quarter, as filed with the SEC. Such Quarterly Report will contain or will be accompanied by consolidated and consolidating balance sheets of the Borrower and Subsidiaries and related consolidated (and, if the Borrower then has any Subsidiaries, consolidating) statements of income and cash flow, unaudited but prepared in each Fiscal Yearaccordance with generally accepted accounting principles consistently applied fairly presenting the financial condition of the Borrower and Subsidiaries as at the dates thereof and for the periods covered thereby (except that such quarterly statements need not contain notes to the financial statements) and certified as complete by the chief financial officer of the Borrower, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after such balance sheets to be as at the end of such fiscal quarter and such statements of income and cash flow to be for such fiscal quarter and for the fourth Fiscal Quarter in each Fiscal Year, accompanied byyear to date, in each casecase together with a comparison to the results for the corresponding fiscal period of the immediately prior fiscal year. (iii) At the time of delivery of each annual or quarterly report or financial statement of the Borrower, a Compliance Certificate certified certificate executed by the Senior Financial Officer or other senior chief financial officer of the Borrower acceptable to stating that he or she has reviewed this letter agreement and the Bank other Loan Documents and has no knowledge of any default by the Borrower in the form performance or observance of Exhibit “E” attached hereto which shall any of the provisions of this letter agreement or of any of the other Loan Documents or, if he or she has such knowledge, specifying each such default and the nature thereof. Each financial statement given as at the end of any fiscal quarter of the Borrower will also set forth the calculations necessary to evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations);ss.ss.3.7-3.9. (civ) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect theretoPromptly after receipt, a copy of such auditor’s letter all audits or reports submitted to management and related management discussion and analysisthe Borrower by independent public accountants in connection with any annual, by special or interim audits of the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer books of the Borrower acceptable and any "management letter" prepared by such accountants. (v) As soon as possible and in any event within five days after the occurrence of any Default or Event of Default, the statement of the Borrower setting forth details of each such Default or Event of Default and the action which the Borrower proposes to take with respect thereto. (vi) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, to which the Borrower or any Subsidiary of the Borrower is a party; provided, however, that the Borrower will not be required by this clause (vi) to notify the Bank of any proceedings with governmental departments that are ordinary and customary for companies in the biotechnology industry and which would not reasonably be expected to have a material adverse effect on the Borrower. (vii) Promptly upon filing any registration statement or listing application, a copy of same. (viii) As long as the Borrower has a class of securities which is publicly traded, a copy of each periodic or current report of the Borrower filed with the SEC or any successor agency and each annual report, proxy statement and other communication sent by the Borrower to shareholders or other securityholders generally, such copy to be provided to the Bank in promptly upon such filing with the form of Exhibit “E” attached hereto which shall evidence compliance SEC or such communication with all financial ratios and amounts set out in Section 9.03 shareholders or securityholders, as the case may be. (including supporting calculationsix) herein in respect of such Fiscal Year and shall include an analysis Promptly after the Borrower has knowledge thereof, written notice of any development or circumstance which may reasonably be expected to have a material variances in adverse effect on the Borrower’s Borrower or its business, properties, assets, Subsidiaries or condition, financial results in or otherwise. (x) Promptly upon request, such Fiscal Year from other information respecting the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow financial condition, operations, receivables, inventory, machinery or equipment of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of Borrower or any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents Subsidiary as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank Agent, and in sufficient copies for the following financial Lenders (provided, however, that clauses (i), (ii), (iv) and other information at (v) of this Section 5.01(f) shall only apply to the times indicated below: (a) a Borrowing Base Certificate certified by Parent Borrower and that, in the Senior Financial Officer case of the Borrower or other senior officer Consolidated balance sheet and Consolidated statements of the Borrower acceptable income and cash flows referred to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing clause (i) an aged summary of Accounts including domicile of account debtorsbelow, intercompany accounts, doubtful accounts, accounts the annual audit report and accompanying information referred to in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and clause (ii) an aged summary of accounts payable of below and the Companies; reports and registration statements referred to in clause (biv) below, such information will be deemed to have been furnished to the Interim Financial Statements on a consolidated basis by:Agent if it is readily available through E▇▇▇▇): (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Parent Borrower, the Consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Parent Borrower as having been prepared in each Fiscal Yearaccordance with generally accepted accounting principles and certificates of the Chief Financial Officer Treasurer, other than Assistant Treasurer, Controller or Assistant Controller of the fourth Fiscal Quarter; andParent Borrower as to compliance with the terms of this Agreement; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year fiscal year of the Parent Borrower, a copy of the annual audit report for such year for the Parent Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Parent Borrower and its Subsidiaries for such fiscal year, in each case accompanied by a Compliance Certificate certified an opinion acceptable to the Required Lenders by the Senior Financial Officer Deloitte & Touche LLP or other senior independent public accountants acceptable to the Required Lenders; (iii) as soon as possible and in any event within five days after the determination by any Borrower of the occurrence of a Default that is continuing on the date of such statement, a statement of the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the such Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect setting forth details of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank Default and the calculation of Excess Cash Flow of the Borroweraction that such Borrower has taken and proposes to take with respect thereto; (div) by the sixtieth (60th) day promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized reports that the Parent Borrower sends to its securityholders (or any class of them) or its creditors (or any class of them), and shall include copies of all reports and registration statements that the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases Parent Borrower or any Subsidiary files with the Securities and tax liabilities (an “Annual Business Plan”)Exchange Commission; (ev) by promptly after the one hundred commencement thereof, notice of all actions and twentieth (120th) day from proceedings before any court, governmental agency or arbitrator affecting the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect Parent Borrower or any of its Subsidiaries of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained type described in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C4.01(f); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (hvi) such additional other information and documents (excluding trade secrets) respecting the Parent Borrower or any of its Subsidiaries as any Lender through the Bank Agent may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) agrees to provide to the Bank Secured Party within forty-five (45) days after the following financial and other information at end of each fiscal quarter during the times indicated below: term of this Security Agreement, a compliance certificate (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as EXHIBIT A) executed by Borrower, and at the end of each monththe fourth fiscal quarter for the prior year, by no later than a calculation of Corporate FCCR (the thirtieth form calculation is attached hereto as EXHIBIT B). The Borrower further agrees to provide to the Secured Party: (30thi) day within forty-five (45) days after the end of each fiscal quarter and within one hundred twenty (120) days after the end of each fiscal year, consolidated Borrower internally generated financial statements covering the corresponding period then ended including a balance sheet, income and expense, cash flow and operating statements for such monthperiod and containing comparative data from prior periods and individual Pledged Store internally generated income and expense, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report dateor operating statements for such period; and (ii) an aged summary of accounts payable of such other information reasonably requested by the Companies; (b) Secured Party and reasonably available to the Interim Financial Statements on a consolidated basis by: (i) Borrower. The financial statements furnished to the forty-fifth (45th) day after Secured Party in connection with the end of each Fiscal Quarter in each Fiscal Year, other than Borrower's application for the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate Loan and hereunder shall be certified by the Senior Financial Officer or other senior officer Borrower to fairly present the financial condition of the Borrower acceptable to and the Bank in the form results of Exhibit “E” attached hereto which operations and shall evidence compliance with reflect all financial ratios Indebtedness and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion Lease Obligations of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter Person covered thereby and shall be sufficiently detailed to management and related management discussion and analysis, by allow the one hundred and twentieth (120th) day after Secured Party to calculate the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer Unit FCCR of the Borrower acceptable to Pledged Store (where required herein), the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 Consolidated FCCR (including supporting calculationswhere required herein) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year Corporate FCCR. Such financial statements shall be prepared in accordance with GAAP, which shall disclose all material assumptions utilized GAAP or such other accounting principles customarily used in the industry and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect reasonably acceptable to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)Secured Party.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) as soon as possible, and in any event within five Business Days after the forty-fifth occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (45thii) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter in of the first three quarters of each Fiscal Yearfiscal year of the Borrower, other than a copy of the fourth Fiscal Quarter; and Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (ii) or, if the sixtieth (60th) day after Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower as of the end of such quarter and the fourth Fiscal Quarter in each Fiscal Year, accompanied byrelated consolidated statement of income of the Borrower for the portion of the Borrower’s fiscal year ending on the last day of such quarter, in each casecase prepared in accordance with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a Compliance Certificate certified by the Senior Financial Officer or other senior certificate of an authorized officer of the Borrower acceptable stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the Bank in nature thereof and the form of Exhibit “E” attached hereto action which shall evidence compliance the Borrower proposes to take with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)thereto; (ciii) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management as soon as available and related management discussion and analysis, by the one hundred and twentieth (120th) day in any event within 105 days after the end of each Fiscal Year accompanied by fiscal year of the Borrower, a Compliance Certificate copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of income, retained earnings (if applicable) and cash flows of the Borrower for such fiscal year, certified by the Senior Financial Officer Pricewaterhouse Coopers LLP or other senior certified public accountants of recognized national standing), together with a certificate of an authorized officer of the Borrower acceptable stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the Bank nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form of set forth in Exhibit “E” attached hereto which shall evidence compliance with all financial ratios , duly completed and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include signed by the Chief Financial Officer, Treasurer or an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow Assistant Treasurer of the Borrower; (dv) by the sixtieth except as otherwise provided in clause (60thii) day or (iii) above, promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for all reports that the Companies Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”Subsidiary); (evi) promptly upon becoming aware of the institution of any steps by the one hundred Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and twentieth a statement as to the action the Borrower proposes to take with respect thereto; (120thvii) day promptly upon becoming aware thereof, notice of any change in the M▇▇▇▇’▇ Rating or the S&P Rating; and (viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Closing DateAdministrative Agent pursuant to this Section 5.01(b) and all other notices, for the Fiscal Year ended December 31requests, 2017: financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) the Year-end Financial Statements; relates to a request for a Credit Extension, (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior relates to the payment of any Earn-out amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (for greater certaintyiii) provides notice of any Event of Default or Unmatured Event of Default, regardless of whether or not such Earn-out (iv) is required to be paid from delivered to satisfy any condition precedent to the proceeds from effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an Advance under Facility Cextension of the scheduled Termination Date pursuant to Section 2.17 or an increase in the Commitments pursuant to Section 2.18 (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on the Borrower’s Internet website). Notwithstanding the foregoing, the Borrower shall deliver agrees that, to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for extent requested by the Fiscal Year immediately after such payment (for greater certaintyAdministrative Agent or any Lender, such pro forma compliance with such financial covenants shall be calculated after giving effect it will continue to provide “hard copies” of Communications to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weeklyAdministrative Agent or such Lender, provide as applicable. The Borrower further agrees that the Bank with an update (whether orally or in writing) as Administrative Agent may make Communications available to the most recent status Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of any Equity Issuance, together with such supporting information or documentation reasonably required by Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Bank; and (h) such additional information and documents as the Bank may reasonably require Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)ii) that such notice may be sent to such e-mail address.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank Agent which shall in turn furnish to each of the following financial and other information at the times indicated belowLenders: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank As soon as available and in the form of Exhibit “F” attached hereto as at any event within 90 days after the end of each monthFiscal Year of the Borrowers, by no later than consolidated and consolidating balance sheets of the thirtieth (30th) day after Borrowers and their Subsidiaries as of the end of such monthFiscal Year, containing (i) an aged summary consolidated and consolidating statements of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks income and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable stockholders' equity of the CompaniesBorrowers and their Subsidiaries for such Fiscal Year and consolidated statements of cash flows of the Borrowers and their Subsidiaries for such Fiscal Year, all in reasonable detail and all prepared in accordance with GAAP (subject to the absence of footnotes, in the case of the consolidating statements), and as to the consolidated statements, accompanied by an opinion thereon by Deloitte & Touche LLP or other independent accountants of national standing selected by the Borrowers and reasonably acceptable to Agent, which opinion shall not be qualified by reason of audit limitations imposed by the Borrowers; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day As soon as available and in any event within 45 days after the end of each Fiscal Quarter in of the Borrowers (including the Fiscal Quarter ending December 31 of each Fiscal Year), other than consolidated and consolidating balance sheets of the fourth Borrowers and their Subsidiaries as of the end of such Fiscal Quarter; and (ii) , consolidated and consolidating statements of income and consolidated statements of cash flows of the sixtieth (60th) day after Borrowers and their Subsidiaries for the period commencing at the end of the fourth previous Fiscal Quarter Year and ending with the end of such Fiscal Quarter, all in each reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date in the previous Fiscal Year, accompanied by, and all prepared in each case, a Compliance Certificate accordance with GAAP and certified by the Senior Financial Officer or other senior chief financial officer of CTG (subject to year-end adjustments and the Borrower acceptable to the Bank in the form absence of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculationsfootnotes); (c) Simultaneously with the annual Year-end Financial Statements, accompanied by an unqualified opinion delivery of the Borrower’s auditor financial statements referred to above for each Fiscal Year and each Fiscal Quarter of the Borrowers, a certificate of the chief financial officer of CTG in substantially the form of EXHIBIT J hereto (a "COMPLIANCE CERTIFICATE") (i) certifying that to the best of his knowledge no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, (ii) with computations set forth in reasonable detail satisfactory to the Lenders which demonstrate compliance with the covenants contained in Article 8, (iii) with a copy schedule listing all Liens of which they have knowledge on the assets of the Borrowers and their Subsidiaries which are in addition to those in favor of the Agent and Lenders or those listed on SCHEDULE 5.16 hereto; and (iv) with a schedule listing all environmental matters of the type described in section 5.16 which are in addition to those listed on SCHEDULE 5.16 hereto if the aggregate amount of all liabilities, losses, damages, costs and expenses of such auditor’s letter additional environmental matters, including but not limited to management clean-up or remediation costs, is estimated to exceed an aggregate amount of $500,000; (d) Promptly after the commencement thereof, notice of all actions, suits, and related management discussion proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, against any of the Borrowers or any of their Subsidiaries which, if determined adversely to the Borrowers or their Subsidiaries, could reasonably be expected to have a Material Adverse Effect; (e) As soon as possible and analysisin any event within 3 days after the occurrence of each Default or Event of Default, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken by the one hundred Borrowers with respect thereto; (f) Promptly after the receiving thereof, copies of all reports and twentieth notices which the Borrowers or any of their Subsidiaries receives from the PBGC or the U.S. Department of Labor under ERISA; and as soon as possible and in any event within 10 days after the Borrowers or any of their Subsidiaries know or have reason to know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC or the Borrowers or any of their Subsidiaries have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, the Borrowers will deliver to each of the Lenders a certificate of the chief financial officer of CTG setting forth details as to such Reportable Event or Prohibited Transaction or Plan termination and the action the Borrowers propose to take with respect thereto; (120thg) day after Within 90 days of the end of each Fiscal Year accompanied by Year, a Compliance Certificate certified by the Senior Financial Officer or other senior officer forecast of the Borrower balance sheet, income statement and statement of cash flows for the then current Fiscal Year of the Borrowers and their Subsidiaries in a form reasonably acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios Agent and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year prepared by management and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared computed in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (eh) by Contemporaneously with the one hundred filing, copies of all material and twentieth (120th) day from reports filed with the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; Securities and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the BankExchange Commission; and (hi) such additional Such other information and documents respecting the condition or operations, financial or otherwise, of the Borrowers or any of their Subsidiaries as the Bank Agent at the request of any Lender may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) as soon as possible, and in any event within five Business Days after the forty-fifth Borrower becomes aware of the existence of any Default, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Default and the action which the Borrower proposes to take with respect thereto; (45thii) day as soon as available and in any event within the earlier of (A) 60 days after the end of each Fiscal Quarter in of the first three quarters of each Fiscal Year, other than fiscal year of the fourth Fiscal Quarter; and Borrower and (iiB) the sixtieth date on which such document is required to be filed with the Securities and Exchange Commission, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (60th) day after or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower as of the end of such quarter and the fourth Fiscal Quarter in each Fiscal Year, accompanied byrelated consolidated statement of income of the Borrower for the portion of the Borrower’s fiscal year ending on the last day of such quarter, in each casecase prepared in accordance with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a Compliance Certificate certified by the Senior Financial Officer or other senior certificate of an authorized officer of the Borrower acceptable stating that no Default with respect to the Bank in Borrower has occurred and is continuing or, if any such Default has occurred and is continuing, a statement as to the form of Exhibit “E” attached hereto nature thereof and the action which shall evidence compliance the Borrower proposes to take with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)thereto; (ciii) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management as soon as available and related management discussion and analysis, by the one hundred and twentieth in any event within (120tha) day 105 days after the end of each Fiscal Year accompanied by fiscal year of the Borrower and (B) the date on which such document is required to be filed with the Securities and Exchange Commission, a Compliance Certificate copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of income, changes in shareholders’ equity (if applicable) and cash flows of the Borrower for such fiscal year, certified by the Senior Financial Officer PricewaterhouseCoopers LLP or other senior certified public accountants of recognized national standing), together with a certificate of an authorized officer of the Borrower acceptable stating that no Default has occurred and is continuing or, if any Default has occurred and is continuing, a statement as to the Bank nature thereof and the action which the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form of set forth in Exhibit “E” attached hereto which shall evidence compliance with all financial ratios C, duly completed and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include signed by the Chief Financial Officer, Treasurer or an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow Assistant Treasurer of the Borrower; (dv) by the sixtieth except as otherwise provided in clause (60thii) day or (iii) above, promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for all reports that the Companies Borrower sends to any of its security holders, and copies of all Reports on a consolidated basis in respect Form 10-K, 10-Q or 8-K, and registration statements (without exhibits) and prospectuses that the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such Fiscal Year prepared in accordance with GAAPregistration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, which shall disclose all material assumptions utilized and shall include benefit or dividend reinvestment plans of the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”Borrower or such Subsidiary); (evi) promptly upon becoming aware of the institution of any steps by the one hundred Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and twentieth a statement as to the action the Borrower proposes to take with respect thereto; (120thvii) day from promptly upon becoming aware thereof, notice of any change in the Closing Date, M▇▇▇▇’▇ Rating or the S&P Rating for the Fiscal Year ended December 31Borrower; and (viii) such other information respecting the business, 2017: operations or condition, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender, through the Administrative Agent, may from time to time reasonably request. The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) the Year-end Financial Statements; relates to a request for a Credit Extension, (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior relates to the payment of any Earn-out amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (for greater certainty, regardless iii) provides notice of whether any Default or not such Earn-out (iv) is required to be paid from delivered to satisfy any condition precedent to the proceeds from an Advance under Facility Ceffectiveness of this Agreement or the other Credit Documents or any Credit Extension hereunder (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on Exelon’s or the Borrower’s Internet website). Notwithstanding the foregoing, the Borrower shall deliver agrees that, to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for extent requested by the Fiscal Year immediately after such payment (for greater certaintyAdministrative Agent, such pro forma compliance with such financial covenants shall be calculated after giving effect it will continue to provide “hard copies” of Communications to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide Administrative Agent. The Borrower further agrees that the Bank with an update (whether orally or in writing) as Administrative Agent may make Communications available to the most recent status Lenders by posting such Communications on IntraLinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of any Equity Issuance, together with such supporting information or documentation reasonably required by Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Bank; and (h) such additional information and documents as the Bank may reasonably require Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)ii) that such notice may be sent to such e-mail address.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial each Agent and other information at the times indicated beloweach Lender: (ai) a Borrowing Base Certificate certified by [reserved]; (ii) as soon as available and in any event within 45 days after the Senior Financial Officer end of each of the Borrower or other senior officer first three Fiscal Quarters of each Fiscal Year, commencing with the Borrower acceptable to first such Fiscal Quarter ending after the Bank in the form Closing Date, unaudited consolidated balance sheets, statements of Exhibit “F” attached hereto operations and retained earnings and statements of cash flows of Holdings and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, all in reasonable detail and certified by an aged summary Authorized Officer of Accounts including domicile Holdings as fairly presenting, in all material respects, the financial position of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks Holdings and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable its Subsidiaries as of the Companiesend of such quarter and the results of operations of Holdings and its Subsidiaries for such quarter and for such year-to-date period and the cash flows of Holdings and its Subsidiaries for such year-to-date period, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of Holdings and its Subsidiaries furnished to the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments; (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available, and in any event within 75 days after the end of each Fiscal Quarter in each Year, commencing with the first Fiscal Year ending after the Closing Date, consolidated balance sheets, statements of operations and retained earnings and statements of cash flows of Holdings and its Subsidiaries as at the end of such Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, accompanied by, all in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios reasonable detail and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, and accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Administrative Agent (which opinion shall be without (1) a “going concern” or like qualification or exception, or (2) any qualification or exception as to the scope of such audit (other than solely as a result of the impending maturity of any Indebtedness or as a result of a prospective or actual default under any financial maintenance covenant in any agreement governing Term Loans of Holdings, the Borrower or any of its Restricted Subsidiaries or governing the Senior Secured Notes or the Notes)), together with a written statement of such accountants (x) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 7.03 and (y) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iv) simultaneously with the delivery of the financial statements of Holdings and its Subsidiaries required by clauses (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of Holdings (a “Compliance Certificate”), which shall disclose be substantially in the form of Exhibit F: (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of Holdings, the Borrower and its Restricted Subsidiaries during the period covered by such financial statements with a view to determining whether the Loan Parties were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the occurrence and continuance during such period of an Event of Default or Default or, if an Event of Default or Default had occurred and continued or is continuing, describing the nature and period of existence thereof and the action which the Loan Parties propose to take or have taken with respect thereto, (1) attaching a schedule showing a reasonably detailed calculation of the First Lien Net Leverage Ratio at the end of the relevant period along with a certification as to what the Amortization Installment Amount shall be for the next scheduled quarterly amortization payment, (2) solely in the case of any Compliance Certificate delivered together with the financial statements required by clause (iii) of this Section 7.01(a), attaching a schedule showing the calculation of the Excess Cash Flow, (3) attaching a schedule showing the calculation of the liquidity of the Loan Parties with respect to Section 7.03, (4) at any time when there is any Unrestricted Subsidiary, attaching an Unrestricted Subsidiary Reconciliation Statement and (5) to the extent not included in the applicable financial statements, including a discussion and analysis of the financial condition and results of operations of Holdings and its Subsidiaries for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the figures for the corresponding period in the previous Fiscal Year, and (C) in the case of the delivery of the financial statements of Holdings and its Subsidiaries required by clause (iii) of this Section 7.01(a), attaching (1) a summary of all material assumptions utilized insurance coverage maintained as of the date thereof by any Loan Party, together with such other related documents and information as the Administrative Agent may reasonably require and (2) confirmation that there have been no changes to the information contained in the Perfection Certificate delivered on the Closing Date or the date of the most recently updated Perfection Certificate delivered pursuant to this clause (iv) and/or attaching an updated Perfection Certificate identifying any such changes to the information contained therein; (v) participate in a customary quarterly conference call with the Lenders, at a time selected by the Administrative Agent and reasonably acceptable to the Borrower, to discuss the financial condition of Holdings and its Subsidiaries; provided that, any public earnings call open to the Lenders and Agents shall include be deemed to satisfy this requirement; (vi) as soon as available and in any event not later than 30 days prior to the following items: balance sheetend of each Fiscal Year, income statementa certificate of an Authorized Officer of Holdings attaching Projections for Holdings, cashflow statementthe Borrower and its Restricted Subsidiaries, Capital Expendituressupplementing and superseding the Projections previously required to be delivered pursuant to this Agreement, operating leases prepared on a quarterly basis and tax liabilities otherwise in form and substance satisfactory to the Administrative Agent, for the immediately succeeding Fiscal Year; (vii) as promptly as practicable after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (viii) as soon as possible, and in any event within 3 Business Days after the occurrence of an “Annual Event of Default or Default or the occurrence of any event or development that would reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development that would reasonably be expected to have a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (A) as promptly as practicable and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) as promptly as practicable and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) as promptly as practicable and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by the Administrative Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) as promptly as practicable and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan and (E) as promptly as practicable and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA; (x) as promptly as practicable after the commencement thereof but in any event not later than 5 Business Plan”Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (xi) as promptly as practicable and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract; (xii) as promptly as practicable and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Equity Interests of, or all or substantially all of the assets of, any Loan Party; (xiii) [reserved]; (xiv) [reserved]; (xv) as promptly as practicable upon receipt thereof, copies of all management letters, if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the books thereof; (xvi) as promptly as practicable upon request, any certification or other evidence reasonably requested from time to time by any Lender in its sole discretion, confirming the Borrower’s compliance with Section 7.02(r); (exvii) simultaneously with the delivery of the financial statements of Holdings and its Subsidiaries required by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; clauses (ii) financial statements with respect to Thinkwrap on a review engagement basis; and (iii) management prepared of this Section 7.01(a), if, as a result of any change in accounting principles and policies from those used in the preparation of the Financial Statements that is permitted by Section 7.02(q), the consolidated financial statements with respect of Holdings and its Subsidiaries delivered pursuant to Spark Red; clauses (ii) and (iviii) a of this Section 7.01(a) will differ from the consolidated income statement financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and balance sheet policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in respect of form and substance reasonably satisfactory to the Borrower, Thinkwrap and Spark RedAdministrative Agent; (fxviii) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank[reserved]; and (hxix) as promptly as practicable upon request, such additional other information and documents concerning the condition or operations, financial or otherwise, of any Loan Party as the Bank any Agent may reasonably require from time to time may reasonably request. For the avoidance of doubt, delivery of any reports, information and documents to an Agent hereunder is for informational purposes only and such Agent’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Borrower’s compliance with any of its covenants hereunder. Information required to be furnished pursuant to clause (includingii) or (iii) of this Section 7.01(a) shall be deemed to have been furnished if such information, without limitationor one or more annual or quarterly reports containing such information, shall have been posted by the amount Administrative Agent on the Platform or shall be available on the website of Accrued Funding not applied during any prior fiscal period)the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be furnished pursuant to this Section 7.01(a) may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated belowLenders: (ai) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing consolidated financial statements for such year reported on by KPMG LLP or other independent public accountants acceptable to the Majority Lenders (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), together with (A) a Borrowing Base Certificate certified by the Senior Financial Officer certificate of the Borrower chief financial officer or the comptroller or other senior appropriate officer of the Borrower (x) stating that no Default with respect to the Borrower or the Guarantor has occurred and is continuing or, if such a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower or the Guarantor, as the case may be, has taken and proposes to take with respect thereto and (y) identifying each Principal Subsidiary, and (B) a summary of legal proceedings relating to the Guarantor or any of its Subsidiaries the likely effect of which would be to result in a material adverse change in the financial condition of the Guarantor and its Subsidiaries on a consolidated basis; (ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and each CSFB Broker-Dealer, consolidated balance sheets of the Borrower and its Subsidiaries and each CSFB Broker-Dealer and its Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries and each CSFB Broker-Dealer and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or the comptroller or other appropriate officer of the Borrower and each CSFB Broker-Dealer, respectively, together with (A) a certificate of said officer (x) stating that no Default with respect to the Borrower or the Guarantor has occurred and is continuing or, if such a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower or the Guarantor, as the case may be, has taken and proposes to take with respect thereto and (y) identifying each Principal Subsidiary, and (B) a summary of legal proceedings relating to the Guarantor or any of its Subsidiaries the likely effect of which would be to result in a material adverse change in the financial condition of the Guarantor and its Subsidiaries on a consolidated basis; (iii) as soon as available and in any event within 90 days after the end of each fiscal year of each CSFB Broker-Dealer, a copy of the annual audit report for such year for such CSFB Broker-Dealer and its Subsidiaries, containing consolidated financial statements for such year reported on by KPMG LLP or other independent public accountants acceptable to the Bank Majority Lenders (without a “going concern” or like qualification and without any qualification or exception as to the scope of such audit), together with a certificate of such accounting firm to the Lenders stating that in the form course of Exhibit “F” attached hereto the regular audit of the business of such CSFB Broker-Dealer and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.02 or 6.01(n) has occurred and is continuing or, if such accounting firm has obtained knowledge that such a Default has occurred and is continuing, a statement as to the nature thereof; (iv) promptly after the sending or filing thereof, a copy of any notification given by any CSFB Broker-Dealer to the Commission regarding a net capital deficit or any capital withdrawal made pursuant to the Net Capital Rule; (v) as soon as available and in any event within two Business Days after any CSFB Broker-Dealer files its Part II FOCUS Report for each quarter of each fiscal year with the NYSE or the Commission, such Part II FOCUS Report for such CSFB Broker-Dealer for such quarter; (vi) as soon as available and in any event within 90 days after the end of the first six months of each of Credit Suisse Group’s financial years, Credit Suisse Group’s semi-annual report and unaudited accounts, certified by the chief financial officer or the comptroller or other appropriate officer of Credit Suisse Group, as at the end of each monthand for such six month period, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable together with copies of the Companiesrelated directors’ reports; (bvii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 180 days after the end of each Fiscal Quarter in each Fiscal Yearof Credit Suisse Group’s financial years, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after Credit Suisse Group’s consolidated and unconsolidated annual reports and audited accounts as at the end of and for that financial year, reported on by KPMG LLP (or its affiliates) or other independent public accountants acceptable to the fourth Fiscal Quarter Majority Lenders (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), together with copies of the related directors’ and auditors’ reports; (viii) as soon as possible and in any event within five days after the occurrence of each Fiscal YearEvent of Default with respect to the Borrower or the Guarantor and each event which, accompanied bywith the giving of notice or lapse of time, in each caseor both, would constitute an Event of Default with respect to the Borrower or the Guarantor, a Compliance Certificate certified by statement of the Senior Chief Financial Officer or other senior appropriate officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect setting forth details of such Fiscal Quarter (including all supporting calculations)Event of Default or event and the action which the Borrower or the Guarantor, as the case may be, has taken and proposes to take with respect thereto; (cix) promptly after the sending or filing thereof, (A) copies of all reports which the Borrower or any CSFB Broker-Dealer sends to any holders of its securities registered with the Commission under the Securities Exchange Act of 1934, as amended, and (B) copies of all regular, periodic and special reports, and all registration statements, that the Guarantor, the Borrower or any CSFB Broker-Dealer, as applicable, files with the Commission or any governmental agency that may be substituted therefor, or with any national securities exchange in each case with respect to such securities; (x) promptly after the filing or receiving thereof, (A) copies of all notices received from the Internal Revenue Service, the Department of Labor or the PBGC by the Borrower or any of its ERISA Affiliates with respect to an ERISA Event and (B) copies of each Schedule B (Actuarial Information) to the annual Year-end Financial Statementsreport (Form 5500 Series) filed with the Internal Revenue Service for each Plan; (xi) promptly after the commencement thereof, accompanied by an unqualified opinion notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Guarantor or any of its Subsidiaries the likely effect of which would be to result in a material adverse change in the financial condition of the Borrower’s auditor with respect theretoGuarantor and its Subsidiaries, on a copy of consolidated basis; (xii) such auditor’s letter to management and related management discussion and analysisother information respecting the condition or operations, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer financial or other senior officer otherwise, of the Borrower acceptable to or any of its Subsidiaries as any Lender through the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank Administrative Agent may reasonably require from time to time reasonably request; (includingxiii) (A) at the same time as sent to the Guarantor’s shareholders, without limitationany circular, document or other written information sent to the amount of Accrued Funding not applied during any prior fiscal periodGuarantor’s shareholders as such (including interim reports if and to the extent that these are prepared and distributed).; and

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished to the Bank Lessor and the following financial and other information at the times indicated belowTrustee: (ai) a Borrowing Base Certificate certified within 90 days after the end of each of its fiscal years, copies of the Annual Report on Form 10-K filed by the Senior Financial Officer Lessee with the Securities and Exchange Commission (the “SEC”) or, if the Lessee is not a reporting company, financial information equivalent to that which would be required to be included in such an Annual Report if it were a reporting company, including without limitation, consolidated financial statements consisting of a balance sheet of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto Lessee and its consolidated subsidiaries as at the end of each monthsuch fiscal year and statements of income, stockholders’ equity and cash flows of the Lessee and its consolidated subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the preceding fiscal year (if applicable), certified by no later than and containing an opinion, unqualified as to scope, of a firm of independent certified public accountants of nationally recognized standing selected by the thirtieth (30th) day after Lessee and acceptable to the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks Lessor and any deposits received from account debtors which remain outstanding at the report date; and Trustee; (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day within 45 days after the end of each Fiscal Quarter of the first three quarters of each of its fiscal years, copies of the Quarterly Report on Form 10-Q filed by the Lessee with the SEC or, if the Lessee is not a reporting company, financial information equivalent to that which would be required to be included in each Fiscal Yearsuch a Quarterly Report if it were a reporting company, other than including without limitation, (x) financial statements consisting of consolidated balance sheets of the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after Lessee and its consolidated subsidiaries as at the end of such quarter and statements of income, stockholders’ equity and cash flows of the fourth Fiscal Quarter Lessee and its consolidated subsidiaries for each such quarter, setting forth in each Fiscal Yearcomparative form the corresponding figures for the corresponding periods of the preceding fiscal year (if applicable), accompanied by, all in each case, reasonable detail and certified (subject to normal year-end audit adjustments) by a Compliance Certificate certified by the Senior Financial Officer or other senior financial officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year Lessee as having been prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (eiii) by simultaneously with the one hundred and twentieth delivery of the Annual Report on Form 10-K (120thor equivalent information) day from the Closing Date, for the Fiscal Year ended December 31, 2017: referred to in clause (i) above and the YearQuarterly Report on Form 10-end Financial Statements; Q (or equivalent information) referred to in clause (ii) financial statements above, an Officer’s Certificate of the Lessee stating whether, to the knowledge of such officer, there exists on the date of the certificate any condition or event which then constitutes, or which after notice or lapse of time or both would constitute, a Potential Operating Lease Event of Default or Operating Lease Event of Default, and, if any such condition or event exists, specifying the nature and period of existence thereof and the action of the Lessee is taking and proposes to take with respect thereto; (iv) promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Operating Lease Event of Default or Operating Lease Event of Default, together with a written statement of an Authorized Officer describing such event and the action that the Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event; (v) promptly after obtaining actual knowledge thereof, notice of any Manufacturer Event of Default or termination or replacement of a Manufacturer Program; (vi) promptly after any executive officer of the Lessee becomes aware of the occurrence of any Reportable Event (other than a reduction in active Plan participants) with respect to Thinkwrap on any Plan, a review engagement basis; (iii) management prepared financial statements certificate signed by the Chief Financial Officer of the Lessee setting forth the details as to such Reportable Event and the action which the Lessee is taking and proposes to take with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuancethereto, together with a copy of the notice of such supporting information or documentation reasonably required by Reportable Event given to the BankPension Benefit Guaranty Corporation; and (hvii) such additional information and documents as the Bank may reasonably require from time to time (includingwhile this Agreement is in effect, without limitationupon the reasonable request of the Lessor or the Trustee, officials of the amount Lessee will confer with officials of Accrued Funding not applied during any prior fiscal period)the Lessor or the Trustee, as applicable, and advise them as to matters bearing on the ZVF Vehicles or the operations or financial condition of the Lessee.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Borrowers will furnish to the Bank Administrative Agent, who shall distribute copies of the following financial and other information at the times indicated belowto each Lender: (a) a Borrowing Base Certificate certified by as soon as available and in any event within forty-five (45) days after the Senior Financial Officer end of the Borrower or other senior officer first three Fiscal Quarters of each Fiscal Year, consolidated balance sheets of Pacific Ethanol, consolidated and consolidating balance sheets of Pacific Holding, consolidated statements of income and cash flows of Pacific Ethanol and consolidated and consolidating statements of income and cash flows of Pacific Holding for such Fiscal Quarter and for the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as period commencing at the end of each month, by no later than the thirtieth (30th) day after previous Fiscal Year and ending with the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the CompaniesFiscal Quarter; (b) the Interim Financial Statements on a consolidated basis by: as soon as available and in any event within ninety (i90) the forty-fifth (45th) day days after the end of each Fiscal Quarter in Year, a copy of the annual audit report for such Fiscal Year for each of Pacific Ethanol and Pacific Holdings including therein balance sheets as of the end of such Fiscal Year and statements of income and cash flows of each of Pacific Ethanol (on a consolidated basis) and Pacific Holding (on a consolidated and consolidating basis) for such Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor Auditors stating that all such financial statements present fairly in all material respects the financial position of Pacific Ethanol or each Borrower (as applicable) for the periods indicated in conformity with respect theretoGAAP applied on a basis consistent with prior periods (except as otherwise contemplated by Section 7.02(v) (Negative Covenants - Accounting Changes)), which report and opinion shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit; (c) concurrently with the delivery of the financial statements referred to in Sections 7.03(a) and (b) a certificate, executed by a Financial Officer of the applicable Loan Party stating that: (i) such financial statements fairly present in all material respects the financial condition and results of operations of such Person on the dates and for the periods indicated in accordance with GAAP subject, in the case of interim financial statements, to the absence of notes and normally recurring year-end adjustments; (ii) such Financial Officer has reviewed the terms of the Financing Documents and has made, or caused to be made under his or her supervision, a copy review in reasonable detail of the business and financial condition of such auditor’s letter to management and related management discussion and analysis, Person during the accounting period covered by the one hundred and twentieth such financial statements; and (120thiii) day after the end as a result of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior such review such Financial Officer has concluded that no Default or other senior officer Event of Default has occurred during the Borrower acceptable period covered by such financial statements through and including the date of such certificate or, if any Default or Event of Default has occurred, specifying the nature and extent thereof and, if continuing, the action that the Borrowers have taken and propose to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein take in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrowerthereof; (d) by the sixtieth as soon as possible and in any event within five (60th5) day days after the start occurrence of each Fiscal Year business plan for any Default or Event of Default, a statement of an Authorized Officer of the Companies on a consolidated basis in respect Borrowers' Agent setting forth details of such Fiscal Year prepared in accordance Default or Event of Default and the action that the Borrowers have taken and propose to take with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)respect thereto; (e) by within five (5) days after any Borrower obtains knowledge thereof a statement of an Authorized Officer of the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: Borrowers' Agent setting forth details of: (i) any litigation or governmental proceeding pending or threatened in writing against any Borrower or the Year-end Financial Statements; Pledgor; (ii) financial statements with respect any litigation or governmental proceeding pending or threatened in writing against any Project Party that has or could reasonably be expected to Thinkwrap on have a review engagement basis; Material Adverse Effect; (iii) management prepared financial statements with respect any other event, act or condition that has or could reasonably be expected to Spark Red; and have a Material Adverse Effect; (iv) notification of any event of force majeure or similar event under a consolidated income statement and balance sheet in respect Project Document which is expected to continue for more than five (5) days or, to the knowledge of the BorrowerBorrowers, Thinkwrap and Spark Redresult in increased costs of at least five hundred thousand Dollars ($500,000); or (v) notification of any other change in circumstances that could reasonably be expected to result in an increase of more than one million Dollars ($1,000,000) in Project Costs for any Plant; (f) not less than thirty promptly after delivery or receipt thereof, copies of all material notices or documents given or received by Pacific Holding or, from and after the initial Funding for such Borrower's Plant, each other Borrower, pursuant to any of the Project Documents or any Subordinated Debt Agreement including: (30i) days prior to the payment of any Earn-out (Change Orders or any written requests for greater certainty, regardless of whether or not such Earn-out is Change Orders that are anticipated to be paid from accepted by the proceeds from an Advance under Facility C)applicable Borrower; (ii) any written notice alleging any breach or default thereunder; and (iii) any written notice regarding, the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and or request for the Fiscal Year immediately after such payment (for greater certaintyconsent to, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)assignment, termination, modification, waiver or variation thereof; (g) not less than bi-weeklywithin five (5) days following the end of each calendar month until the Conversion Date, provide the Bank with an update (whether orally or in writing) as Borrowers shall deliver a Monthly Progress Report to the most recent status of Administrative Agent for each Plant with respect to which any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; andFunding has been made and that has not yet achieved its Commercial Operation Date; (h) such additional information and documents as the Bank may reasonably require from time to time within three (including, without limitation3) days following receipt thereof, the amount Borrowers shall deliver to the Administrative Agent any monthly or other periodic report provided to any Borrower under any Construction Contract related to any Plant with respect to which any Funding has been made, which shall be subject to review by the Independent Engineer; (i) as soon as possible and in any event within five (5) Business Days after any Borrower knows, or has reason to know, that any of Accrued Funding the events described below have occurred, a duly executed certificate of an Authorized Officer of the Borrowers' Agent setting forth the details of each such event and the action that the Borrowers propose to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service, Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to an ERISA Plan or a Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any material liability to any Borrower; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on any Borrower; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; (iv) any Borrower or any Plan fiduciary has engaged in a "prohibited transaction," as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not applied during exempt under Section 4975 of the Code and Section 408 of ERISA that could reasonably be expected to result in material liability to any prior fiscal periodBorrower; (v) there exists any Unfunded Benefit Liabilities under any ERISA Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any liability to any Borrower; (vii) a "default" (as defined in Section 4219(c)(5) of ERISA) occurs with respect to payments to a Multiemployer Plan and such default could reasonably be expected to result in any liability to any Borrower; (viii) a Multiemployer Plan is in "reorganization" (as defined in Section 418 of the Code or Section 4241 of ERISA) or is "insolvent" (as defined in Section 4245 of ERISA).; (ix) any Borrower and/or any ERISA Affiliate has incurred any potential withdrawal liability (as defined in accordance with Title IV of ERISA); or (x) there is an action brought against any Borrower or any ERISA Affiliate under Section 502 of ERISA with respect to its failure to comply with Section 515 of ERISA;

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the The Borrower (through itself or other senior officer of the Borrower acceptable any applicable Service Provider) shall furnish to the Bank Administrative Agent, each Lender and, in the form case of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing clauses (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (iivi) an aged summary of accounts payable of below, to the Companies; (b) the Interim Financial Statements on a consolidated basis byCollateral Agent: (i) on each Determination Date, a certificate in substantially the forty-fifth form of Exhibit H to the Administrative Agent (45ththe “Monthly Report”); (ii) day as soon as available and in any event within 120 days after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysisthe audited consolidated financial statements, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized for such year of each of the AerCap Group and shall include the following items: balance sheetBorrower and their respective consolidated Subsidiaries, income statementcertified by any firm of nationally recognized independent certified public accountants acceptable to the Administrative Agent, cashflow statementaccompanied by a certificate of the officer in charge of financial matters of AerCap Group, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)confirming that AerCap Group is in compliance with the net worth requirement in Section 12.1(f) hereof; (eiii) as soon as available and in any event within 75 days after the end of each of the first three quarters of each Fiscal Year, with respect to (x) the AerCap Group and (y) the Borrower and its consolidated Subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the one hundred officer in charge of financial matters of the AerCap Group or the Borrower, as applicable, identifying such balance sheets or statements as being the balance sheets or statements of such Person described in this paragraph (iii) and twentieth stating that the information set forth therein fairly presents the financial condition of the AerCap Group or the Borrower, as applicable, and its consolidated Subsidiaries as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals and omissions of footnotes and subject to the auditors’ year end report, and accompanied by a certificate of the officer in charge of financial matters of AerCap Group confirming that AerCap Group is in compliance with the net worth requirements in Section 12.1(f) hereof; Seventh Amended and Restated Credit Agreement 124 (120thiv) day promptly after receipt thereof, a copy of any “management letter” received by the Borrower from its certified public accountants and the management’s response thereto; (v) on every third Determination Date following the Original Closing Date, a Quarterly Report; (vi) as soon as possible and in any event within five (5) days after the occurrence of a Default, an Event of Default, a Servicer Termination Event, an Early Amortization Event, an event that would constitute a Servicer Termination Event or Early Amortization Event but for the Fiscal Year ended December 31passage of time or the giving of notice or both, 2017: (i) a written statement of an officer in charge of financial matters of the Year-end Financial Statements; (ii) financial statements Borrower setting forth complete details of such Default, Event of Default, Servicer Termination Event, Early Amortization Event or any such other event, and the action, if any, which the Borrower has taken, is taking and proposes to take with respect thereto; (vii) promptly after the Borrower obtains knowledge thereof, notice of any default that has occurred and is continuing under the AerCap-Borrower Purchase Agreement or any Borrower Acquisition Document; (viii) promptly after receipt thereof, copies of all formal notices (other than an inconsequential notices) received by the Borrower or the Servicer from the seller under the AerCap-Borrower Purchase Agreement; (ix) promptly, from time to Thinkwrap on a review engagement basis; (iii) management prepared time, such other information, documents, Records or reports respecting the Aircraft, the Leases, the Equity Interests of the Borrower Subsidiaries, the Related Security or the condition or operations, financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect or otherwise, of the Borrower, Thinkwrap and Spark Redthe Borrower Subsidiaries or any of their respective Subsidiaries which the Collateral Agent or the Administrative Agent may, from time to time, reasonably request; (fx) not less than thirty (30) days prior promptly, from time to the payment of time, such information and documents as any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C)Lender, the Borrower shall deliver Administrative Agent or the Collateral Agent may reasonably request in order to the Bank a Compliance Certificate which shall evidence satisfy its “know your customer” or regulatory compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bankrequirements; and (hxi) such additional information and documents as prompt written notice of the Bank may reasonably require from time to time (includingissuance by any court or governmental agency or authority of any injunction, without limitationorder, decision or other restraint prohibiting, or having the effect of prohibiting, the amount making of Accrued Funding not applied during the Advances hereunder, or invalidating, or having the effect of invalidating, any prior fiscal period)provision of this Agreement, or any other Transaction Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which it has knowledge. (b) The Borrower shall provide each Service Provider with any and all information reasonably necessary or appropriate for such Service Provider in connection with its duties hereunder and under the applicable Service Provider Agreements. (c) The Administrative Agent and the Lenders are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to the Lenders (or any affiliate of any Lender) or to the Administrative Agent, to any Government Entity having jurisdiction over any such Person pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating agency in connection with their respective ratings of commercial paper issued by any Lender or to any other Person who shall acquire or consider the assignment of, or Seventh Amended and Restated Credit Agreement 125 acquisition of any participation interest in, any Obligation permitted by this Agreement; provided that such Person agrees in writing to the confidentiality provisions set forth in Section 17.15.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial each Agent and other information at the times indicated beloweach Lender: (ai) a Borrowing Base Certificate certified by as soon as available and in any event within 15 days after the Senior Financial Officer end of each fiscal quarter of the Borrower, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable figures for the corresponding date or period of the Companies; (b) immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Interim Financial Statements on a consolidated basis by: (i) Borrower as fairly presenting, in all material respects, the forty-fifth (45th) day after financial position of the Borrower and its Subsidiaries as of the end of each Fiscal Quarter such quarter and the results of operations and cash flows of the Borrower and its Subsidiaries for such quarter, in each Fiscal Yearaccordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, other than subject to normal year-end audit adjustments and the fourth Fiscal Quarter; andabsence of footnotes; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available, and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Bank in Borrower and its Subsidiaries as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis of any material variances Year, setting forth in each case in comparative form the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan corresponding figures for the Companies on a consolidated basis immediately preceding Fiscal Year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Agents (PriceWaterhouseCoopers being satisfactory to the Agents as of the Interim Facility Effective Date) (which opinion shall disclose be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03, together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 7.03 and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default under Section 7.03, describing the nature thereof; (iii) as soon as available, and in any event within 10 days after the end of each fiscal month of the Borrower and its Subsidiaries, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by an Authorized Officer of the Borrower as fairly presenting, in all material assumptions utilized respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to normal year-end audit adjustments and the absence of footnotes; (iv) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculation of the financial covenants specified in Section 7.03; (v) on a daily basis, reports in form and detail reasonably satisfactory to the Agents and certified by an Authorized Officer of the Borrower as being accurate and complete (A) listing all Accounts Receivable of the Borrower as of such day, which shall include the following items: balance sheetamount and age of each Account Receivable, income statementshowing separately those which are more than 30, cashflow statement60, Capital Expenditures90 and 120 days old and a description of all Liens, operating leases set-offs, defenses and tax liabilities counterclaims with respect thereto, together with a reconciliation of such schedule with the schedule delivered to the Agents pursuant to this clause (an “Annual Business Plan”v)(A) for the immediately preceding fiscal month, the name and mailing address of each Account Debtor with respect to each such Account Receivable and such other information as any Agent may request, (B) listing all accounts payable of the Borrower as of each such day which shall include the amount and age of each account payable, the name and mailing address of each account creditor and such other information as any Agent may request, and (C) listing all Inventory of the Borrower as of each such day, and containing a breakdown of such Inventory by type and amount, the cost and the current market value thereof (by location), the date of acquisition, the warehouse and production facility location and such other information as any Agent may reasonably request, all in detail and in form reasonably satisfactory to the Agents; (evi) as soon as available and in any event within 3 Business Days after the end of each week commencing with the first week ending after the Interim Facility Effective Date, a Borrowing Base Certificate, current as of the close of business on the Friday of the immediately preceding week, supported by schedules showing the derivation thereof and containing such detail and other information as any Agent may reasonably request from time to time, provided that (A) the Borrowing Base set forth in the Borrowing Base Certificate shall be effective from and including the date such Borrowing Base Certificate is duly received by the one hundred Agents but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents, unless any Agent disputes the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof by notice of such dispute to the Borrower and twentieth (120thB) day from in the Closing Dateevent of any dispute about the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof, such Agent’s good faith judgment shall control; (A) on or before December 1 of each year (commencing December 1, 2004), financial projections, supplementing and superseding the financial projections for the period referred to in Section 6.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agents, for the immediately succeeding Fiscal Year ended December 31for the Borrower and its Subsidiaries and (B) on or before the last day of each fiscal quarter, 2017: financial projections, supplementing and superseding the financial projections for the period referred to in Section 6.01(g)(ii)(B), in form and substance satisfactory to the Agents, for each remaining quarterly period in such Fiscal Year, all such financial projections to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (iviii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party, other than routine inquiries by such Governmental Authority, unless furnishing such documents and information would violate applicable law or applicable confidentiality agreements; (ix) as soon as possible, and in any event within 3 days after the Year-end Financial Statements; occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to result in a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having, or reasonably expected to result in a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (iiA) financial statements as soon as possible and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to Thinkwrap on a review engagement basis; any Employee Plan has occurred, (iii2) management prepared financial statements any other Termination Event with respect to Spark Red; any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the IRC has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (ivF) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a consolidated income statement and balance sheet plant closing or mass layoff (as defined in respect WARN) to employees, copies of the Borrower, Thinkwrap and Spark Redeach such notice sent by such Loan Party or such ERISA Affiliate thereof; (fxi) promptly after the commencement thereof but in any event not less later than thirty (30) days prior 5 Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank result in a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Material Adverse Effect; (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writingxii) as to the most recent status soon as possible and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any Equity Issuance, together material notices that any Loan Party executes or receives in connection with such supporting information or documentation reasonably required by the Bank; andany Material Contract; (hxiii) such additional promptly after the sending or filing thereof, copies of all statements, reports and other information and documents as any Loan Party sends to any holders of its Indebtedness or its securities or files with the Bank may reasonably require from time to time SEC or any national (domestic or foreign) securities exchange; (xiv) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the amount books thereof; (xv) promptly after filing thereof, copies of Accrued Funding not applied during all pleadings, motions, applications, financial information and other papers and documents filed by any Loan Party in the Chapter 11 Case, which such papers and documents shall also be given or served on the Agents’ counsel; (xvi) [intentionally omitted]; (xvii) promptly after the sending thereof, copies of all written reports given by any Loan Party to any official or unofficial creditors’ committee in the Chapter 11 Case, provided that such Loan Party may redact confidential information contained in any such report if it provides a summary of the nature of the information redacted to the Agents; (xviii) on Wednesday of each week, commencing November 12, 2003, (A) a variance analysis for the most recent week to the extent actual results deviate from those projected in the Budget and (B) a sales and disbursement report for the prior fiscal period)week showing comparisons to the budgeted amounts set forth in the Budget for such week. (xix) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of any Loan Party as any Agent may from time to time may reasonably request. In addition, Borrower agrees to cooperate fully with the Agents to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth above.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Borrower, the Consolidated financial statements with respect to such fiscal quarter of the Borrower and its Subsidiaries, including all notes thereto, which statements shall include a balance sheet and a statement of equity as of the end of such quarter and a statement of earnings and a statement of cash flows for such quarter, in each Fiscal Yearcase setting forth in comparative form the corresponding figures from the corresponding quarter in the previous fiscal year, other than all prepared in conformity with GAAP and accompanied by a certificate of a senior financial officer of the fourth Fiscal Quarter; andBorrower, which certificate shall state that such financial statements present fairly, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as of the date thereof and the Consolidated results of their operations and cash flows for the period covered thereby in conformity with GAAP, consistently applied (subject to normal year-end audit adjustments); (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow fiscal year of the Borrower; (d) by , the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) annual Consolidated financial statements with respect to Thinkwrap on such fiscal year of the Borrower and its Subsidiaries, including all notes thereto, which statements shall include a review engagement basis; balance sheet and a statement of equity as of the end of such fiscal year and a statement of earnings and a statement of cash flows for such fiscal year, all setting forth in comparative form the corresponding figures from the previous fiscal year, all prepared in conformity with GAAP and accompanied by an unqualified report and opinion of independent certified public accountants with an accounting firm of national standing and reputation, which shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as of the date thereof and the results of its operations and cash flows for the period covered thereby in conformity with GAAP, consistently applied; (iii) management prepared as soon as possible and in any event within five Business Days after the Borrower obtains actual knowledge of the occurrence of any Event of Default or Default continuing on the date of such statement, a statement of a Responsible Officer setting forth details of such Event of Default or Default and the action which the Borrower has taken and proposes to take with respect thereto; (iv) within a reasonable time after filing thereof, copies of all registration statements (without exhibits) and all annual, quarterly and monthly reports (if any) filed by the Borrower with the Securities and Exchange Commission and promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed; (v) promptly after the Borrower or any ERISA Affiliate knows or should reasonably know that any ERISA Event has occurred with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect which the liability or potential liability of the BorrowerBorrower or any of its ERISA Affiliates exceeds or could reasonably be expected to exceed $10,000,000, Thinkwrap a statement of a Responsible Officer describing such ERISA Event and Spark Redthe action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (fvi) not less than thirty (30) days prior to promptly after receipt thereof by the payment Borrower or any ERISA Affiliate, copies of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid each notice from the proceeds from an Advance under Facility C), the Borrower shall deliver PBGC stating its intention to the Bank terminate any Plan or to have a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after trustee appointed to administer any Plan where such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)action would have a Material Adverse Effect; (gvii) not less than bi-weeklypromptly after filing with the applicable Insurance Regulatory Authority and in any event within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of MONY Life and each Insurance Subsidiary, provide the Bank with an update (whether orally or in writing) as to the most recent status quarterly Statutory Statement of any Equity Issuance, together with MONY Life and such supporting information or documentation reasonably required by the Bank; andInsurance Subsidiary for such quarterly fiscal period; (hviii) promptly after filing with the applicable Insurance Regulatory Authority and in any event within 100 days after the end of each fiscal year of MONY Life and each Insurance Subsidiary, the annual Statutory Statement of MONY Life and such additional information and documents as the Bank may reasonably require from time to time Insurance Subsidiary (including, without limitation, management’s discussion and analysis) for such year; (ix) promptly after the amount Borrower or MONY Life receives the results of Accrued Funding not applied during each examination by the New York State Examiners of the financial condition and operations of the Borrower and/or any prior of its Subsidiaries, a copy thereof; (x) promptly upon the occurrence of any change in the ▇▇▇▇▇’▇ Rating or the Standard & Poor’s Rating, notice thereof; and (xi) promptly after request therefor, such other business and financial information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request. The Borrower will furnish to the Lenders (a) at the time it furnishes its financial statements pursuant to paragraphs (i) and (ii) above, a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating that the Borrower is in compliance with Section 5.02(e) and (b) at the time MONY Life furnishes its Statutory Statements pursuant to paragraphs (vii) and (viii) above, a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating that the Borrower is in compliance with Section 5.02(f) as of the end of the applicable quarterly fiscal period).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank Administrative Agent and the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 45 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Parent, a copy of the Form 10-Q filed with the Securities and Exchange Commission for such quarter for the Parent and its Subsidiaries, containing a Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and Consolidated cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Parent as having been prepared in each Fiscal Year, other than accordance with GAAP and a Compliance Certificate of the fourth Fiscal Quarter; andchief financial officer or the treasurer of the Parent as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Sections 5.03(a) and (b); (ii) the sixtieth (60th) day as soon as available and in any event within 90 days after the end of each fiscal year of the fourth Fiscal Quarter in each Fiscal YearParent, accompanied bya copy of the Form 10-K filed with the Securities and Exchange Commission for such year for the Parent and its Subsidiaries, containing a Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and a Consolidated statement of income and Consolidated cash flows of the Parent and its Subsidiaries for such fiscal year, in each casecase accompanied by (i) a report and opinion as to such Consolidated financial statements by PricewaterhouseCoopers LLP or other independent public accountants approved by the audit committee of the Parent’s board of directors and, if other than Deloitte & Touche LLP, KPMG LLP, or Ernst & Young LLP, reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with applicable audit standards, and which report and opinion shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable chief financial officer or the treasurer of the Parent as to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios the terms of this Agreement and amounts set out setting forth in Section 9.03 herein in respect of such Fiscal Quarter reasonable detail the calculations necessary to demonstrate compliance with Sections 5.03(a) and (including all supporting calculationsb); (ciii) as soon as possible and in any event within five days after the annual Year-end Financial Statementsoccurrence of each Default continuing on the date of such statement, accompanied by an unqualified opinion a statement of the Borrower’s auditor chief financial officer or the treasurer of the Parent setting forth details of such Default and the action that the Parent has taken and proposes to take with respect thereto; (iv) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Parent or any of its Subsidiaries of the type described in Section 4.01(i); (A) promptly and in any event within 20 days after any Loan Party or any ERISA Affiliate knows or has reason to know that (1) any ERISA Event has occurred which could result in a material liability of any Loan Party or any ERISA Affiliate, or (2) any Loan Party or any ERISA Affiliate has incurred or is reasonably expected to incur a material liability under Section 4064 or 4069 of ERISA, a statement of a director of the Borrower describing such ERISA Event and the circumstances giving rise to, and the amount of such liability and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) within two Business Days of the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such auditor’s letter to management records, documents and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrowerinformation; (dvi) promptly and in any event within two Business Days after receipt thereof by the sixtieth (60th) day after the start any Loan Party or any ERISA Affiliate, copies of each Fiscal Year business plan for notice from the Companies PBGC stating its intention to terminate any Plan or Multiemployer Plan or to have a trustee appointed to administer any Plan or Multiemployer Plan; (vii) promptly upon request from the Administrative Agent or any Lender, copies of each Schedule SB (Single Employer Defined Benefit Plan Actuarial Information) to the annual report (Form 5500 Series) required to be filed with respect to each Plan whose funding target attainment percentage (as defined in Section 430(d) of the Internal Revenue Code) is less than 100%; (viii) promptly and in any event within 20 days after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (A) the imposition on any Loan Party or any ERISA Affiliate of Withdrawal Liability in a consolidated basis material amount by any such Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by any Loan Party or any ERISA Affiliate in respect of such Fiscal Year prepared connection with any event described in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities clause (an “Annual Business Plan”A) or (B); (eix) by [Intentionally Omitted] (x) promptly after the one hundred and twentieth (120th) day from same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect stockholders of the BorrowerParent, Thinkwrap and Spark Redcopies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (fxi) not less than thirty (30) days prior to the payment promptly, of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from announcement by any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status Rating Agency of any Equity Issuance, together with such supporting information change in a Debt Rating or documentation reasonably required by the Bankoutlook; and (hxii) such additional other information and documents respecting the Parent or any of its Subsidiaries as the Bank Administrative Agent or any Lender acting through the Administrative Agent may reasonably require from time to time reasonably request to the extent the Parent and its Subsidiaries are not subject to any confidentiality obligations restricting the disclosure of such information (includingso long as such confidentiality obligation was not entered into for purposes of avoiding disclosure hereunder). Documents required to be delivered pursuant to Section 5.01(h)(i) or (ii) may be delivered electronically by e-mailing such information to an e-mail address of the Administrative Agent as specified to the Borrower by the Administrative Agent from time to time. The Administrative Agent shall promptly post such documents on the Borrower’s behalf onto the Platform. Such information shall be deemed to have been delivered to the Lenders on the date such documents are posted to the Platform. In addition, without limitationsuch documents may be delivered by posting the documents on the Parent’s website on the Internet, and if so delivered, shall be deemed to have been delivered on the date on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 8.02; provided that the Parent shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and, if requested by the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide copies of the Compliance Certificate required by Section 5.01(h)(i) and (ii) to the Administrative Agent by facsimile or electronic mail. Except for such Compliance Certificate, the amount Administrative Agent shall have no obligation to request the delivery or to maintain copies of Accrued Funding the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent 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 Parent and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders information provided by or on behalf of the Parent and/or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not applied during wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Each of the Parent and the Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any prior fiscal periodmaterial non-public information with respect to the Parent and the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 8.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank the following financial and other information at the times indicated below: Administrative Agent (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable who will furnish to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by:Lenders): (i) the forty-fifth (45th) day as soon as available and in any event within 50 days after the end of each Fiscal Quarter in of the first three quarters of each Fiscal Yearfiscal year of the Borrower, other than a consolidated balance sheet of the fourth Fiscal Quarter; and (ii) Borrower and its Consolidated Subsidiaries as of the sixtieth (60th) day after end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the fourth Fiscal Quarter in each Fiscal Yearprevious fiscal year and ending with the end of such quarter, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior chief financial officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (dii) by the sixtieth (60th) day as soon as available and in any event within 100 days after the start end of each Fiscal Year business plan fiscal year of the Borrower, a copy of the annual report for such year for the Companies on Borrower and its Consolidated Subsidiaries, containing consolidated financial statements for such year certified in a consolidated basis in respect manner acceptable to the SEC by Ernst & Young, L.L.P. or other independent public accountants acceptable to the Majority Lenders including a report and opinion of such Fiscal Year accountants prepared in accordance with GAAP, which shall disclose all material assumptions utilized the standards of the Public Company Accounting Oversight Board and shall include not subject to any going concern or like qualification or exception or any qualification or exception as to the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)scope of such audit; (eiii) by as soon as possible and in any event within five days after the one hundred occurrence of each Default and twentieth each Event of Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (120thiv) day promptly after the sending or filing thereof, copies of all reports which the Borrower sends to its security holders generally, and copies of all reports and registration statements which the Borrower or any Subsidiary of the Borrower files with the SEC or any national securities exchange; (v) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request; and (vi) together with the Closing Date, for the Fiscal Year ended December 31, 2017: financial statements delivered pursuant to clauses (i) the Year-end Financial Statements; and (ii) above, a certificate of the Chief Financial Officer, Treasurer or Assistant Treasurer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, setting forth calculations demonstrating compliance with the covenants set forth in Section 5.02(e). Reports and financial statements with respect required to Thinkwrap on a review engagement basis; be delivered by the Borrower pursuant to clauses (iiii), (ii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of this Section 5.01(g) shall be deemed to have been delivered on the date on which it posts such reports, or reports containing such financial statements, on its website on the Internet at ▇▇▇.▇▇.▇▇▇ or when such reports, or reports containing such financial statements are posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; provided that it shall deliver paper copies of the Borrowerreports and financial statements referred to in clauses (i), Thinkwrap (ii) and Spark Red; (fiv) not less than thirty (30of this Section 5.01(g) days prior to the payment Administrative Agent or any Lender who requests it to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent; provided, further, that in every instance it shall provide paper copies of any Earn-out the certificate required by clause (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver vi) to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after Administrative Agent until such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents time as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)Administrative Agent shall provide it written notice otherwise.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Deliver to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer each of the Borrower Lenders (except as stated in clause (ix) below) or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis bymake available electronically: (i) the forty-fifth (45th) day as soon as available and in any event within 45 days after the end of each Fiscal Quarter quarterly fiscal period (except the last) of each fiscal year, copies of: (A) a consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such quarterly fiscal period, setting forth in comparative form the consolidated figures as of the close of the fiscal year then most recently ended, (B) consolidated statements of operations of the Borrower and its Subsidiaries for such quarterly fiscal period and for the portion of the fiscal year ending with such quarterly fiscal period, in each Fiscal Yearcase setting forth in comparative form the consolidated figures for the corresponding period and portion of the preceding fiscal year and (C) a consolidated statement of cash flows of the Borrower and its Subsidiaries for the portion of the fiscal year ending with such quarterly fiscal period, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, it being agreed that (1) delivery of such financial statements shall be deemed to be a representation by the Borrower that such financial statements fairly present, in conformity with GAAP, the consolidated financial position of the Borrower and its Subsidiaries as of the close of such quarterly fiscal period and their consolidated results of operations and cash flows for the portion of the fiscal year ending at the end of such quarterly fiscal period (subject to normal year-end adjustments) and (2) the Borrower may satisfy the requirements of this Section 5.01(a)(i) by filing its Quarterly Report on Form 10-Q with the SEC; provided that such Form 10-Q satisfies the foregoing requirements of this paragraph (i); (ii) as soon as available and in any event within 90 days after the close of each fiscal year of the Borrower, copies of: (A) a consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year, and (B) consolidated statements of operations and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case setting forth in comparative form the consolidated figures for the two preceding fiscal years, all in reasonable detail and accompanied by a report thereon of a firm of independent public accountants of recognized national standing selected by the Borrower to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as of the end of the fiscal year being reported on and their consolidated results of operations and cash flows for said year in conformity with GAAP and that the examination of such accountants in connection with such financial statements has been conducted in accordance with generally accepted auditing standards, it being agreed that the Borrower may satisfy the requirements of this Section 5.01(a)(ii) by filing its Annual Report on Form 10-K with the SEC; provided that such Form 10-K (including the exhibits filed therewith) satisfies the requirements of this paragraph (ii); (iii) promptly upon receipt thereof, one copy of each interim or special audit made by independent accountants of the books of the Borrower or any Subsidiary and any management letter received from such accountants, in all cases, material to the financial condition or operations of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (iv) promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally and of each regular or periodic report, and any registration statement or prospectus (other than those on Form S-8) filed by the fourth Fiscal QuarterBorrower or any Subsidiary with any securities exchange or the SEC or any successor agency; provided that the filing of such document with the SEC shall satisfy such requirement, and copies of any orders in any proceedings to which the Borrower or any of its Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Borrower or any of its Subsidiaries, which orders are material to the financial condition or operations of the Borrower or the Borrower and its Subsidiaries taken as a whole; (v) promptly upon the occurrence thereof, written notice of (A) a Reportable Event with respect to any Plan; (B) the institution of any steps by the Borrower, any ERISA Affiliate, the PBGC or any other person to terminate any Plan if such termination were to result in a liability of the Borrower or any Subsidiary to the PBGC in an amount which could materially and adversely affect the condition, financial or otherwise, of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (C) the institution of any steps by the Borrower or any ERISA Affiliate to withdraw from any Plan or any Multiemployer Plan if such withdrawal would result in a liability of the Borrower or any Subsidiary in an amount which could materially and adversely affect the condition, financial or otherwise, of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (D) a "prohibited transaction" within the meaning of Section 406 of ERISA (which has not been exempted under or pursuant to Section 408 of ERISA) in connection with any Plan if such "prohibited transaction" would result in a liability of the Borrower or any Subsidiary in an amount which could materially and adversely affect the condition, financial or otherwise, of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (E) any increase in the contingent liability of the Borrower or any Subsidiary with respect to any post-retirement welfare liability in an amount that could have a Material Adverse Effect; or (F) the taking of any action by, or the threat in writing of the taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing; (vi) within the periods provided in paragraphs (i) and (ii) above, a certificate of an authorized financial officer of the Borrower stating that such officer has reviewed the provisions of this Agreement and (A) setting forth the information and computations (in sufficient detail) required in order to establish whether the Borrower was in compliance with the requirements of Sections 5.02(a), 5.02(e) and 5.03 at the end of the period covered by the financial statements then being furnished and (B) stating whether there existed as of the date of such financial statements and whether, to the best of such officer's knowledge, there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default and, if any such condition or event exists on the date of the certificate, specifying the nature and period of existence thereof and the action the Borrower is taking and proposes to take with respect thereto; (vii) within the period provided in paragraph (ii) above, a certificate of the accountants who render an opinion with respect to such financial statements, stating (A) that they have reviewed this Agreement, and (B) whether, in making their audit, such accountants have become aware of any Default under Section 6.01 insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if any such condition or event then exists specifying the nature and period of existence thereof; (viii) within five days after any officer of the Borrower obtains knowledge of any Default, if such Default is then continuing, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth the details thereof and the action which the Borrower is taking and proposes to take with respect thereto; (ix) promptly upon any change in the Public Debt Rating, a notice reporting such change and stating the date on which such change was publicly announced by the relevant rating agency, such notice to be delivered by the Borrower to the Agent (which shall promptly advise the Lenders thereof if the Applicable Margin, the Applicable Percentage or the Applicable Utilization Fee is affected by such change in the Public Debt Rating); and (iix) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (includingsuch additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Agent, without limitationat the request of any Lender, the amount of Accrued Funding not applied during any prior fiscal period)may reasonably request.

Reporting Requirements. The Furnish to the Lenders: (i) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, Consolidated balance sheets of the Borrower shall deliver and its Subsidiaries and of the Unrestricted Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries and of the Unrestricted Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles and certificates of the chief financial officer of the Borrower as to (i) a statement of reconciliation setting forth the accounting adjustments used in the Consolidation of the financial statements of the Unrestricted Subsidiaries with those of the Borrower and its Subsidiaries and (ii) compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 13.085.03, provided that, in the event of any change in GAAP used in the preparation of such financial statements of the Borrower and its Restricted Subsidiaries, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing Consolidated balance sheets of the Borrower and its Subsidiaries and of the Unrestricted Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries and of the Unrestricted Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Bank Required Lenders by Ernst & Young LLP or other independent public accountants acceptable to the following Required Lenders, provided that, in the event of any change in GAAP used in the preparation of such financial statements of the Borrower and its Restricted Subsidiaries, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP and certificates of the chief financial officer of the Borrower as to (i) the identity of all Restricted Subsidiaries, the percentage of outstanding shares of each class of capital stock (or other information ownership interest) directly or indirectly owned by the Borrower, and the total assets, intercompany Debt, Debt owing to third parties and equity, for each such Subsidiary as at the times indicated below:end of the fiscal year then ended and total service revenues, equipment sales and EBITDA for each such Subsidiary for the fiscal year then ended, (ii) a statement of reconciliation setting forth the accounting adjustments used in the Consolidation of the financial statements of the Unrestricted Subsidiaries with those of the Borrower and its Subsidiaries and (iii) compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03; (aiii) as soon as possible and in any event within five Business Days after a Borrowing Base Certificate certified by the Senior Financial Responsible Officer of the Borrower or other senior any Restricted Subsidiary knows or reasonably should know of the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end setting forth details of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks Default and any deposits received from account debtors which remain outstanding at the report date; action that the Borrower has taken and (ii) an aged summary of accounts payable of the Companiesproposes to take with respect thereto; (biv) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day promptly after the end sending or filing thereof, copies of each Fiscal Quarter all reports that the Borrower sends to its security holders in each Fiscal Yeara general distribution, and copies of all reports and effective registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios registration statements on Form S-8 and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculationsAnnual Reports on Form 11-K); (cv) promptly after the annual Year-end Financial Statementscommencement thereof, accompanied by an unqualified opinion notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the Borrower’s auditor with respect thereto, type described in Section 4.01(g)(i) or (ii) of which a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Responsible Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of or any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the BorrowerRestricted Subsidiary has or reasonably should have knowledge; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).

Reporting Requirements. The Furnish to the Administrative Agent for further distribution to the Lenders: (i) as soon as available and in any event within 75 days after the end of each of the first three Fiscal Quarters of the Borrower, the Consolidated balance sheet of the Borrower shall deliver and its Subsidiaries as of the end of such Fiscal Quarter and the Consolidated statements of earnings and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such Fiscal Quarter, with a statement (subject to year-end audit adjustments) by the chief financial officer or comptroller of the Borrower stating that such Consolidated financial statements have been prepared in accordance with Section 13.08GAAP, together with a Compliance Certificate; (ii) as soon as available and in any event within 140 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the Consolidated statements of earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an auditor’s opinion reasonably acceptable to the Bank the following financial and other information at the times indicated below:Required Lenders, together with a Compliance Certificate; (aiii) in the case of each Default, as soon as possible and in any event within ten (10) days after a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower has acquired knowledge of facts which constitute or other senior give rise to such Default and provided that such Default is continuing on the date of such statement, a statement of the chief financial officer or chief executive officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end setting forth details of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks Default and any deposits received from account debtors which remain outstanding at the report date; action that the Borrower has taken and (ii) an aged summary of accounts payable of the Companiesproposes to take with respect thereto; (biv) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day promptly after the end sending or filing thereof, copies of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of all reports that the Borrower acceptable sends to any of its securityholders, and copies of all reports and registration statements that the Bank in Borrower or any Subsidiary files with the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios Securities and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)Exchange Commission or any national securities exchange; (cv) promptly after the annual Year-end Financial Statementscommencement thereof, accompanied by an unqualified opinion notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out type described in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”4.01(f); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial each Agent and other information at the times indicated beloweach Lender: (ai) a Borrowing Base Certificate certified by as soon as available and in any event within 45 days after the Senior Financial Officer end of each of the first three fiscal quarters of the Borrower or other senior officer commencing March 31, 2002, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable figures for the corresponding date or period of the Companies; (b) immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Interim Financial Statements on a consolidated basis by: (i) Borrower as fairly presenting, in all material respects, the forty-fifth (45th) day after financial position of the Borrower and its Subsidiaries as of the end of each Fiscal Quarter such quarter and the results of operations and cash flows of the Borrower and its Subsidiaries for such quarter, in each Fiscal Yearaccordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, other than subject to normal year-end adjustments and the fourth Fiscal Quarter; andabsence of footnotes; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available, and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows of the Bank in Borrower and its Subsidiaries as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis of any material variances Year, setting forth in each case in comparative form the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan corresponding figures for the Companies on a consolidated basis immediately preceding Fiscal Year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Agents (which opinion shall disclose be without (A) a "going concern" or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03), together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries commencing November 30, 2001, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by an Authorized Officer of the Borrower as fairly presenting, in all material assumptions utilized respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to normal year-end adjustments and the absence of footnotes; (iv) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations specified in Section 7.03; (v) as soon as available and in any event within 15 days after the end of each fiscal month of the Borrower and its Subsidiaries commencing January 15, 2002, reports in form and detail satisfactory to the Agents and certified by an Authorized Officer of the Borrower as being accurate and complete (A) listing all Accounts Receivable of the Borrower as of such day, which shall include the following items: amount and age of each Account Receivable, showing separately those which are more than 30, 60, 90 and 120 days old and a description of all Liens, set-offs, defenses and counterclaims with respect thereto, together with a reconciliation of such schedule with the schedule delivered to the Agents pursuant to this clause (v)(A) for the immediately preceding fiscal month, the name and mailing address of each Account Debtor with respect to each such Account Receivable and such other information as any Agent may reasonably request, (B) listing all accounts payable of the Borrower as of each such day which shall include the amount and age of each account payable, the name and mailing address of each account creditor and such other information as any Agent may reasonably request, (C) an Equipment summary report (differentiating with respect to Ice Factories and all other Equipment) indicating changes in value which shall include, without limitation, purchases, additions, deletions and accumulated depreciation, (D) upon request by any Agent, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and, for Inventory and Equipment acquired by the Borrower or any Subsidiary, purchase orders and invoices, (E) upon request by any Agent, a statement of the balance sheetof each of the intercompany Accounts, income statement(F) such information and reports relating to real estate as any Agent shall reasonably request from time to time, cashflow statementand (G) with respect to the Ice Factories, Capital Expendituresa certificate setting forth, operating leases as of the end of the previous fiscal month and tax liabilities for the portion of the fiscal year then ended, (an “Annual Business Plan”)u) the number of Ice Factories purchased by the Borrower and its Subsidiaries during such period, (w) the number of additional Ice Factories leased by the Borrower and its Subsidiaries during such period, (x) the number of Ice Factories installed by the Borrower and its Subsidiaries during such period, (y) the dollar amount spent on the purchase of Ice Factories during such period, and (z) any other information relating to the Ice Factories as the Agents may reasonably request; (evi) as soon as available and in any event within 4 Business Days after the end of each week commencing with the first week ending after the Effective Date, a Borrowing Base Certificate, current as of the close of business on the Friday of the immediately preceding week, supported by schedules showing the derivation thereof and containing such detail and other information as any Agent may reasonably request from time to time, provided that (A) the Borrowing Base set forth in the Borrowing Base Certificate shall be effective from and including the date such Borrowing Base Certificate is duly received by the one hundred Agents but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents, unless any Agent disputes the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof by notice of such dispute to the Borrower and twentieth (120thB) day from in the Closing Dateevent of any dispute about the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof, such Agent's good faith judgment shall control; (vii) on or before November 30 of each year, financial projections, supplementing and superseding the financial projections for such period referred to in Section 6.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agents, for the immediately succeeding Fiscal Year ended December 31for the Borrower and its Subsidiaries, 2017: all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the information then available to the Borrower; (iviii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (ix) as soon as possible, and in any event within 3 Business Days after the Year-end Financial Statements; occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (iiA) financial statements as soon as possible and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to Thinkwrap on a review engagement basis; any Employee Plan has occurred, (iii2) management prepared financial statements any other Termination Event with respect to Spark Red; any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within three days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC's intention to terminate any Employee Plan or to have a trustee appointed to administer any Employee Plan, (C) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (ivF) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a consolidated income statement and balance sheet plant closing or mass layoff (as defined in respect WARN) to employees, copies of the Borrower, Thinkwrap and Spark Redeach such notice sent by such Loan Party or such ERISA Affiliate thereof; (fxi) promptly after the commencement thereof but in any event not less later than thirty (30) 5 days prior after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank have a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Material Adverse Effect; (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writingxii) as to the most recent status soon as possible and in any event within 5 days after execution, receipt or delivery thereof, copies of any Equity Issuance, together material notices that any Loan Party executes or receives in connection with such supporting information or documentation reasonably required by the Bank; andany Material Contract; (hxiii) as soon as possible and in any event within 5 days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Capital Stock of, or all or substantially all of the assets of, any Loan Party; (xiv) promptly after the sending or filing thereof, copies of all statements, reports and other information any Loan Party sends to any holders of its Indebtedness or its securities as such additional information and documents as or files with the Bank may reasonably require from time to time SEC or any national (domestic or foreign) securities exchange; (xv) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the amount books thereof; and (xvi) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of Accrued Funding not applied during any prior fiscal period).Loan Party as any Agent may from time to time may reasonably request. -71-

Reporting Requirements. The Borrower shall deliver Furnish to each Lender in the manner prescribed in the last paragraph of this subsection (in accordance with Section 13.08) to the Bank the following financial and other information at the times indicated below:h): (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a Borrowing Base Certificate certified by the statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each month, by no later than such quarter and consolidated statements of income and cash flows of the thirtieth (30th) day after Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such monthquarter, containing all in reasonable detail and duly certified (isubject to year end audit adjustments) an aged summary by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP; provided that delivery by the Borrower to the Agent of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable copies of the CompaniesBorrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 120 days after the end of each Fiscal Quarter fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by two Senior Financial Officers (i) stating whether an Unmatured Default or Event of Default has occurred and is continuing on the date of such certificate, and if an Unmatured Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event within 10 days after any ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each Fiscal Yearnotice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or any Lender through the Agent may from time to time reasonably request; (ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other than events (A) of the fourth Fiscal Quartertype described in Section 4.1(g) or (B) for which the Agent and the Lenders will be entitled to indemnity under Section 8.4(b); (x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any Subsidiary of the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and (iixi) promptly after requested, such other information respecting the sixtieth (60th) day after the end business, properties, results of the fourth Fiscal Quarter in each Fiscal Yearoperations, accompanied byprospects, in each caserevenues, a Compliance Certificate certified by the Senior Financial Officer condition or other senior officer operations, financial or otherwise, of the Borrower acceptable or any of its Subsidiaries as the Agent or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Bank in Agent and the form of Exhibit “E” attached hereto Lenders; or (ii) on which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of documents are posted on the Borrower’s auditor with respect theretobehalf on SyndTrak or another relevant website, a copy of such auditor’s letter if any, to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of which each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios Agent and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: Lender has access; provided that (i) upon the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect request of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of Agent or any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C)Lender, the Borrower shall deliver paper copies of such documents to the Bank Agent or such Lender (until a Compliance Certificate written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall evidence have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with all financial covenants contained in Section 9.03 both immediately before any such request for delivery, and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants each Lender shall be calculated after giving effect solely responsible for requesting delivery to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally it or in writing) as to the most recent status maintaining its copies of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)documents.

Reporting Requirements. The Borrower will furnish to the Agent, to each Lender and, in the case of subclause (vi) below, the Paying Agent, the Back-Up Servicer and the Transition Manager: (i) within (a) the earlier of (x) one hundred eighty (180) days after the close of each fiscal year of SEI (beginning with the fiscal year ending December 31, 2019) and (y) such earlier period as required by Applicable Law, the unqualified (provided, however explanatory language added to the auditor’s standard report shall deliver not constitute a qualification) audited financial statements for such fiscal year that include the consolidated balance sheet of SEI and its consolidated subsidiaries as of the end of such fiscal year, the related consolidated statements of income, of stockholders’ equity and of cash flows for such fiscal year, in each case, setting forth comparative figures for the preceding fiscal year (it being acknowledged that such requirement with respect to SEI may be satisfied by the filing of the appropriate report on Form 10-K with the Securities and Exchange Commission), and, beginning with the fiscal year ending December 31, 2019, the assets and liabilities of the Parent and the Borrower as of the end of such fiscal year presented in a note or schedule to such financial statements of SEI, and in each case prepared in accordance with Section 13.08GAAP, and audited by a Nationally Recognized Accounting Firm selected by SEI and (b) the earlier of (x) sixty (60) days after the end of each of the first three quarters of its fiscal year and (y) such earlier period as required by Applicable Law, the unaudited consolidated balance sheets and income statements for such fiscal quarter on a year to date basis for SEI and its consolidated subsidiaries (it being acknowledged that such requirement with respect to SEI may be satisfied by the filing of the appropriate report on Form 10-Q with the Securities and Exchange Commission); [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Bank company if publicly disclosed. (ii) if, at any time, Sunnova Management is the following financial and other information at Manager or the times indicated below: Servicer, but is not a subsidiary of Parent, within (a) 180 days after the end of each of its fiscal years (beginning with the fiscal year ending December 31, 2018), a Borrowing Base Certificate certified copy of the unqualified audited consolidated financial statements for such year for Sunnova Management, containing financial statements for such year prepared by a Nationally Recognized Accounting Firm selected by Sunnova Management and (b) sixty (60) days after the Senior Financial Officer end of each of its fiscal quarters, the unaudited consolidated balance sheets and income statements for such fiscal quarter on a year-to-date basis for Sunnova Management; (iii) promptly upon Agent’s or a Funding Agent’s request (but in no event earlier than sixty (60) days after the end of the relevant fiscal quarter), the unaudited balance sheets of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companiesfiscal quarter; (biv) at any time that Sunnova Management is the Interim Financial Statements on a consolidated basis by: Manager or the Servicer, within one hundred eighty (i180) the forty-fifth (45th) day days after the end of each Fiscal Quarter in each Fiscal Year, other than of its fiscal years (beginning with the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended fiscal year ending December 31, 2017: 2018), a report to the Agent and each Funding Agent prepared by a Qualified Service Provider (ias defined in the Servicing Agreement) the Year-end Financial Statements; (ii) financial statements containing such firm’s conclusions with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect an examination of certain information relating to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence Sunnova Management’s compliance with all financial covenants contained in Section 9.03 both immediately before and for its obligations under the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time Transaction Documents (including, without limitation, such firm’s conclusions with respect to an examination of the amount calculations of Accrued amounts set forth in certain of Sunnova Management’s reports delivered hereunder and pursuant to the Management Agreement and the Servicing Agreement, as applicable, during the prior calendar year and Sunnova Management’s source records for such amounts), in form and substance satisfactory to the Agent and the Funding Agents; (v) as soon as possible, and in any event within five (5) Business Days, after the Borrower or any of its ERISA Affiliates knows or has reason to know that an ERISA Event has occurred, deliver to the Lenders a certificate of a responsible officer of the Borrower setting forth the details of such ERISA Event, the action that the Borrower or the ERISA Affiliate proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or the Pension Benefit Guaranty Corporation; (vi) (a) promptly, and in any event within five (5) Business Days, after a Responsible Officer of the Borrower, the Seller, the Servicer (if it is an Affiliate of the Borrower), the Manager (if it is an Affiliate of the Borrower) or the Parent obtains knowledge thereof, notice of the occurrence of any event that constitutes an Event of Default, a Potential Default, an Amortization Event or a Potential Amortization Event, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto, (b) promptly, and in any event within five (5) Business Days after a Responsible Officer of any of the Borrower, the Seller, the Servicer (if it is an Affiliate of the Borrower), the Manager (if it is an Affiliate of the Borrower) or the Parent obtains knowledge thereof, notice of any other development concerning any litigation, governmental or regulatory proceeding (including environmental law) or labor matter (including ERISA Event) pending or threatened in writing against (1) [***] = Certain information has been excluded from this exhibit because it is both not applied during material and would likely cause competitive harm to the company if publicly disclosed. the Borrower or (2) Parent or SEI that, in the case of this clause (2), individually or in the aggregate, if adversely determined, would reasonably be likely to have a material adverse effect on (A) the ability of the Parent to perform its obligations under the Parent Guaranty, or (B) the business, operations, financial condition, or assets of SEI or Parent; and (c) promptly, and in any prior fiscal periodevent within five (5) Business Days after a Responsible Officer of the Borrower, the Seller, the Servicer (if it is an Affiliate of the Borrower), the Manager (if it is an Affiliate of the Borrower) or the Parent obtains knowledge thereof, notice of the occurrence of any event that constitutes a default, an event of default, or any event that would permit the acceleration of any obligation under a Sunnova Credit Facility; (vii) promptly, and in any event within five (5) Business Days, after receipt thereof by any of the Borrower, the Seller, the Servicer (if it is an Affiliate of the Borrower), the Manager (if it is an Affiliate of the Borrower) or the Parent, copies of all material notices, requests, and other documents (excluding regular periodic reports) delivered or received by the Borrower under or in connection with the Sale and Contribution Agreement; (viii) promptly, and in any event within five (5) Business Days, after receipt thereof by any of the Borrower, the Seller, the Servicer (if it is an Affiliate of the Borrower), the Manager (if it is an Affiliate of the Borrower) or the Parent, copies of all notices and other documents delivered or received by the Borrower with respect to any material tax Liens on Solar Assets (either individually or in the aggregate); and (ix) subject to any confidentiality requirements of the Securities and Exchange Commission, promptly after receipt thereof by SEI or any Subsidiary, copies of each notice or other correspondence received from the Securities and Exchange Commission concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of SEI or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) as soon as available and in any event within 10 days after the forty-fifth date quarterly financial statements would be required to be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (45thwithout giving effect to any extension) day in a periodic report with the SEC (and in any event within 50 days after the end of each of the first three Fiscal Quarter Quarters in each Fiscal Yearfiscal year of Rayonier), other than unaudited Consolidated balance sheets of Rayonier and its Subsidiaries as of the fourth Fiscal Quarter; andend of such quarter and Consolidated statements of income and cash flows of Rayonier and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer of Rayonier as having been prepared in accordance with GAAP; (ii) the sixtieth (60th) day as soon as available and in any event within 10 days after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable date annual financial statements would be required to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied be filed by an unqualified opinion of “Accelerated Filer” as defined in Rule 12b-2 under the Borrower’s auditor Exchange Act (without giving effect to any extension) in a periodic report with respect thereto, a copy of such auditor’s letter to management the SEC (and related management discussion and analysis, by the one hundred and twentieth (120th) day in any event within 90 days after the end of each Fiscal Year fiscal year of Rayonier), a copy of the annual audit report for such year for Rayonier and its Subsidiaries, containing Consolidated balance sheets of Rayonier and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of Rayonier and its Subsidiaries for such fiscal year, in each case accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower an opinion reasonably acceptable to the Bank in the form Required Lenders by a nationally recognized firm of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrowerindependent public accountants; (diii) by together with the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared financial statements required to be delivered in accordance with GAAPclauses (i) and (ii) above, which shall disclose all material assumptions utilized (A) a certificate of the chief financial officer of Rayonier stating that no Default has occurred and shall include is continuing or, if a Default has occurred and is continuing, a statement as to the following items: balance sheetnature thereof and the action that the applicable Borrower has taken and proposes to take with respect thereto and (B) a schedule in form and substance satisfactory to the Administrative Agent of the computations used by Rayonier in determining compliance with the covenants contained in Sections 5.03(h) and 5.05; (iv) promptly after any Borrower becomes aware of and in any event within five Business Days after becoming aware of each Default, income continuing on the date of such statement, cashflow statementa statement of the chief financial officer of Rayonier setting forth details of such Default and the action that Rayonier has taken and proposes to take with respect thereto; (v) promptly after the sending or filing thereof, Capital Expenditurescopies of all reports that any Borrower sends to any of its public securityholders, operating leases and tax liabilities copies of all reports and registration statements that any Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; (an “Annual Business Plan”vi) promptly after any Borrower becomes aware of the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting such Borrower or any of its Subsidiaries of the type described in the first sentence of Section 4.0 l(g); (evii) promptly and in any event within 10 days after Rayonier or any of its ERISA Affiliates knows that any ERISA Event has occurred, a statement of the chief financial officer of Rayonier describing such ERISA Event and the action, if any, that Rayonier or such ERISA Affiliate has taken and proposes to take with respect thereto; (viii) promptly and in any event within three Business Days after receipt thereof by the one hundred and twentieth (120th) day Rayonier or any of its ERISA Affiliates, copies of each notice from the Closing DatePBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any such Plan; (ix) upon the request of the Administrative Agent after the filing thereof with the Internal Revenue Service, for copies of each Schedule B (Actuarial Information) to the Fiscal Year ended December 31, 2017: annual report (iForm 5500 Series) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Redeach Plan; (fx) not less than thirty promptly and in any event within five Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice concerning (30x) days prior to the payment imposition of Withdrawal Liability by any such Multiemployer Plan, (y) the reorganization or termination, within the meaning of Title IV of ERISA, of any Earn-out such Multiemployer Plan or (for greater certaintyz) the amount of liability incurred, regardless or that may be incurred, by Rayonier or any of whether its ERISA Affiliates in connection with any event described in clause (x) or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility Cy); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writingxi) as soon as practical and in any event promptly after the receipt thereof by any Borrower, copies of all written claims, complaints, notices or inquiries relating to compliance by such Borrower or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be likely to have a Material Adverse Effect or could reasonably be likely to (x) form the most recent status basis of an Environmental Action against such Borrower or any Equity Issuanceof its Subsidiaries or such property that could reasonably be likely to have a Material Adverse Effect or (y) cause any such property to be subject to any restrictions on ownership, together occupancy, use or transferability under any Environmental Law that could reasonably be likely to have a Material Adverse Effect; (xii) promptly such other information and data with such supporting documentation and other information or documentation reasonably required by the Bank; and (h) such additional information bank regulatory authorities under applicable “know your customer” and documents as the Bank may reasonably require from time to time Anti-Money Laundering rules and regulations (including, without limitation, the amount USA PATRIOT Act), including, without limitation, evidence satisfactory to the Administrative Agent of Accrued Funding not applied during (x) the listing of Capital Stock of Rayonier on New York Stock Exchange and (y) Rayonier’s ownership of all of the outstanding Capital Stock of TRS and RTOC, as from time to time may be reasonably requested by the Administrative Agent; and (xiii) such other information respecting the condition or operations, financial or otherwise, of any prior fiscal periodBorrower or any of its Subsidiaries (including, without limitation, information with respect to the Restructuring) as any Lender or Issuing Bank through the Administrative Agent may from time to time reasonably request. Information required to be delivered pursuant to this Section 5.01(k) shall be deemed to have been delivered to the Lenders when it has been delivered to the Administrative Agent. Notwithstanding any of the foregoing, at any time when Rayonier is subject to the reporting requirements of Section 13(a)(2) of the Securities Exchange Act of 1934, Rayonier shall be deemed to have complied with the requirements of clauses (i), (ii) and (vi) above, if Rayonier shall include such information in timely filings made with the SEC by Rayonier.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish or cause to the Bank the following financial and other information at the times indicated belowbe furnished to ---------------------- Lender: (a) As soon as available and in any event within ninety (90) days after the end of each fiscal year, a Borrowing Base Certificate certified by the Senior Financial Officer consolidated and consolidating balance sheet of Borrower and its consolidated subsidiaries as of the end of such year and the related statements of income, operations, sources and uses of funds, retained earnings and cash flows with accompanying footnotes of Borrower or other senior officer of and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the Borrower figures for the previous fiscal year, all in reasonable detail and accompanied by an unqualified audited report thereon by an independent certified public accountant acceptable to Lender, which shall state that such financial statement presents fairly the Bank in the form of Exhibit “F” attached hereto financial condition as at the end of each monthsuch fiscal year, by no later than and the thirtieth (30th) day after the end combined results of operations and changes in financial position for such monthfiscal year, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts Borrower and its consolidated subsidiaries in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies;accordance with GAAP. (b) the Interim Financial Statements on a consolidated basis by: Within thirty (i30) the forty-fifth (45th) day days after the end of each Fiscal Quarter month internally prepared consolidated and consolidating financial statements of Borrower and its consolidated subsidiaries for the period in each Fiscal Yearquestion and fiscal year to date together with a balance sheet, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end income statement and sources and uses of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations);funds. (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth Within thirty (120th30) day days after the end of each Fiscal Year accompanied by fiscal quarter and each fiscal year, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable financial covenant compliance certificate in form and substance satisfactory to the Bank in the form of Exhibit “E” attached hereto which shall evidence Lender, containing sufficient detail to verify Borrower's compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before 7 of this Agreement and for stating either that no Default or Event of Default has occurred and is continuing or that a Default or Event of Default exists and describing the Fiscal Year immediately after steps which have been or are being taken by Borrower to cure such payment Default or Event of Default. (for greater certaintyd) On each Business Day, such pro forma compliance a borrowing base certificate on Lender's then current form, in each case with such supporting verification. (e) On a monthly basis, (i) a detailed aging of Receivables, (ii) a detailed aging of accounts payable, and (iii) a detailed inventory report, in each case in form and substance satisfactory to Lender. (f) Promptly upon receipt thereof, and in any event simultaneously with the delivery of the financial covenants shall be calculated after giving effect statements required by subparagraph 5.8(a) hereof, copies of any reports and management letters submitted to Borrower by independent certified public accountants in connection with the changes to Funded Debt resulting from any Advance under Facility C);examination of financial statements. (g) not less than bi-weeklyWithin fifteen (15) days subsequent to filing with the Internal Revenue Service and applicable state taxing authorities, provide the Bank with an update copies of federal and state income tax returns of (whether orally or in writingi) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and Borrower and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal periodii).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter in of the first three quarters of each Fiscal Yearfiscal year of the Borrower, other than Consolidated balance sheets of the fourth Fiscal Quarter; and (ii) Borrower and its Subsidiaries as of the sixtieth (60th) day after end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the fourth Fiscal Quarter in each Fiscal Yearprevious fiscal year and ending with the end of such quarter, accompanied by, in each case, a Compliance Certificate duly certified (subject to year-end audit adjustments) by the Senior Financial Officer Controller, Assistant Controller or other senior authorized financial officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year as having been prepared in accordance with GAAP, which shall disclose all material assumptions utilized together with (A) a certificate of said officer stating that no Default has occurred and shall include is continuing or, if a Default has occurred and is continuing, a statement as to the following items: balance sheetnature thereof, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)B) a schedule in form and substance satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenant contained in Section 5.03; (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; as soon as available and (iv) a consolidated income statement and balance sheet in respect any event within 120 days after the end of each fiscal year of the Borrower, Thinkwrap a copy of the annual audit report for such year for the Borrower and Spark Redits Subsidiaries, containing Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income, shareowners' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Majority Lenders by Deloitte & Touche or other independent public accountants acceptable to the Majority Lenders, together with (a) a certificate of the Controller, Assistant Controller or other authorized financial officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof, and (B) a schedule in form and substance satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenant contained in Section 5.03; (fiii) not less than thirty (30) as soon as possible and in any event within five days prior to after the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), determination by the Borrower shall deliver that an Event of Default, or an event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and is continuing on the date of such statement, a statement of either the Chief Financial Officer, Treasurer, Controller, Assistant Controller or other authorized financial officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to the Bank a Compliance Certificate which shall evidence compliance take with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)respect thereto; (giv) not promptly and in any event within 30 days after the Borrower knows or has reason to know that any ERISA Event that would have a Material Adverse Effect has occurred, a statement of an authorized financial officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (v) promptly and in any event within ten Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any such Plan; (vi) promptly and in any event within 45 days after the receipt thereof by the Borrower or any of its ERISA Affiliates, a copy of the latest annual actuarial report for each Plan if the ratio of the fair market value of the assets of such Plan to its current liability (as defined in Section 412 of the Internal Revenue Code) is less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank80%; andor (hvii) such additional other information (excluding trade secrets) respecting the financial condition and documents operations of the Borrower and its Subsidiaries as the Bank Administrative Agent or any Lender may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower Furnish to each Credit Agreement Secured Party in such reasonable quantities as shall deliver (in accordance with Section 13.08) from time to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified time be requested by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byCredit Agreement Secured Party: (i) the forty-fifth (45th) day as soon as publicly available, and in any event within 60 days after the end of each Fiscal Quarter of the first three fiscal quarters of each fiscal year of the Guarantor, a consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as of the end of such quarter, and consolidated statements of income and cash flows of the Guarantor and its Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified (subject to normal year-end adjustments and the absence of footnotes) as being fairly stated in each Fiscal Yearall material respects by a Financial Officer and accompanied by a certificate of such officer stating (i) whether or not such officer has knowledge of the occurrence of any Event of Default (as defined in the El Paso Credit Agreement) that is continuing under the El Paso Credit Agreement or of any event not theretofore remedied that with notice or lapse of time or both would constitute such an Event of Default (as defined in the El Paso Credit Agreement) and, other than if so, stating in reasonable detail the fourth Fiscal Quarter; andfacts with respect thereto and (ii) all relevant facts in reasonable detail to evidence, and the computations as to, whether the Guarantor is in compliance with the requirements set forth in Section 4.02(a) (Financial Covenants); (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as publicly available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year fiscal year of the Guarantor, a copy of the annual report for such year for the Guarantor and its consolidated Subsidiaries containing financial statements for such year reported on by nationally recognized independent public accountants (without any qualification or exception as to the scope of such audit), accompanied by a Compliance Certificate certified report signed by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all said accountants stating that such financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year statements have been prepared in accordance with GAAP; (iii) within 120 days after the close of each of the Guarantor’s fiscal years, which shall disclose a certificate of a Financial Officer stating (i) whether or not he has knowledge of the occurrence of any Event of Default (as defined in the El Paso Credit Agreement) that is continuing under the El Paso Credit Agreement or of any event not theretofore remedied that with notice or lapse of time or both would constitute such an Event of Default (as defined in the El Paso Credit Agreement) and, if so, stating in reasonable detail the facts with respect thereto and (ii) all material assumptions utilized relevant facts in reasonable detail to evidence, and shall include the following items: balance sheetcomputations as to, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities whether the Guarantor is in compliance with the requirements set forth in Section 4.02(a) (an “Annual Business Plan”Financial Covenants); (eiv) by promptly in writing, notice of all litigation and of all proceedings before any Governmental Authority against or involving the one hundred Guarantor, except any litigation or proceeding that in the reasonable judgment of the Guarantor (taking into account the availability of appeals) is not likely to have a material adverse effect on the consolidated financial condition of the Guarantor and twentieth its consolidated Subsidiaries taken as a whole; (120thv) day from the Closing Date, for the Fiscal Year ended December 31, 2017: within three (3) Business Days after a Financial Officer obtains knowledge thereof (i) notice of the Year-end Financial Statements; occurrence of any Default (as defined in the El Paso Credit Agreement) that is continuing, together with a detailed statement by a responsible officer of the Guarantor of the steps being taken by the Guarantor or the appropriate Subsidiary of the Guarantor to cure the effect of such event and (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect notice of the Borroweroccurrence of any event that could reasonably be expected to result in a Material Adverse Effect and notice of the execution of any agreement relating to, Thinkwrap and Spark Redor the consummation of, any Disposition that could reasonably be expected to result in a Mandatory Asset Reduction Event; (fvi) not less than as soon as practicable and in any event (i) within thirty (30) days prior after the Guarantor or any ERISA Affiliate knows or has reason to know that any Termination Event described in clause (a) of the payment definition of Termination Event with respect to any Earn-out Plan has occurred that could reasonably be expected to have a Material Adverse Effect, and (for greater certaintyii) within ten (10) days after the Guarantor or any ERISA Affiliate knows or has reason to know that any other Termination Event with respect to any Plan has occurred, regardless a statement of whether a Financial Officer describing such Termination Event and the action, if any, that the Guarantor or not such Earn-out is ERISA Affiliate proposes to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance take with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)respect thereto; (gvii) not less than bi-weekly, provide the Bank with an update promptly and in any event within five (whether orally or in writing5) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required Business Days after receipt thereof by the BankGuarantor or any ERISA Affiliate, copies of each notice received by the Guarantor or any ERISA Affiliate from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan which termination could reasonably be expected to have a Material Adverse Effect; (viii) promptly and in any event within five (5) Business Days after receipt thereof by the Guarantor or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Guarantor or any ERISA Affiliate concerning (i) the imposition of Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in reorganization or insolvent within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or expected to be incurred, by the Guarantor or any ERISA Affiliate in connection with any event described in clauses (i), (ii) or (iii) above, in each case if such event could reasonably be expected to have a Material Adverse Effect; and (hix) as soon as practicable but in any event within sixty (60) days of any notice of request therefor, such additional other information respecting the financial condition and documents results of operations of the Guarantor or any Subsidiary of the Guarantor as any Credit Agreement Secured Party through the Bank Administrative Agent may reasonably require from time to time (includingreasonably request. Each balance sheet and other financial statement furnished pursuant to Section 4.01(g)(i) and Section 4.01(g)(ii) shall contain comparative financial information which conforms to the presentation required in Form 10-Q and 10-K, without limitationas appropriate, under the amount Securities Exchange Act of Accrued Funding not applied during 1934, as amended. The electronic posting of any prior fiscal period)financial statements, reports, notices or other items required to be furnished pursuant to this Section 4.01 on a website established for Credit Agreement Secured Party access shall constitute delivery for all purposes of this Section 4.01.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable Administrative Agent for delivery to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLender: (i) no later than (a) the forty-fifth last calendar day of Borrower’s first fiscal quarter, audited financial statements for the prior fiscal year, the unqualified audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for such fiscal year, in each case, setting forth comparative figures for the preceding fiscal year, prepared in accordance with GAAP audited by a Nationally Recognized Accounting Firm and (45thb) day ninety (90) days after the end of each Fiscal Quarter in each Fiscal Year, of its fiscal quarters other than the fourth Fiscal Quarter; andfiscal quarter ending December 31 of each fiscal year, the unaudited consolidated balance sheets and income statements for such fiscal quarter on a year-to-date basis for the Borrower and its consolidated subsidiaries; (ii) at the sixtieth (60th) day after the end time of delivery of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable financial statements described pursuant to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: clause (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank Administrative Agent for delivery to each Lender a Compliance Certificate which that attaches an updated Schedule of Assets as of the preceding fiscal quarter; provided that, with the consent of the Administrative Agent not to be unreasonably withheld the Borrower may, but shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certaintynot be obligated to, such pro forma compliance with such financial covenants shall be calculated after giving effect deliver to the changes Administrative Agent updated versions of the Schedule of Assets on a more frequent basis if it chooses to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bankdo so; and (hiii) such additional information within five (5) Business Days after a Responsible Officer of the Borrower becomes aware of an amendment to the Servicing Contracts or the Acknowledgment Agreements that could reasonably be expected to materially and documents as adversely affect the Bank may reasonably require from time Collateral or the Administrative Agent’s interest therein or result in a Material Adverse Effect, to time (including, without limitationthe extent permitted by the applicable Agency, the amount Borrower shall deliver to the Administrative Agent for delivery to each Lender copies of Accrued Funding not applied during any prior fiscal period)such amendments; provided that the Borrower shall cooperate with any requests by the Administrative Agent to deliver copies of each amendment, restatement, supplement or other modification to the Servicing Contracts or the Acknowledgment Agreements that the Administrative Agent shall reasonably request, to the extent permitted by the applicable Agency.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial Agent and other information at the times indicated beloweach Lender: (ai) a Borrowing Base Certificate certified by as soon as available and in any event within 45 days after the Senior Financial Officer end of each fiscal quarter of the Borrower or other senior officer Parent and its Subsidiaries commencing with the first fiscal quarter of the Borrower acceptable to Parent and its Subsidiaries ending after the Bank in Effective Date, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the form of Exhibit “F” attached hereto Parent and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable figures for the corresponding date or period of the Companies; (b) immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Interim Financial Statements on a consolidated basis by: (i) Parent as fairly presenting, in all material respects, the forty-fifth (45th) day after financial position of the Parent and its Subsidiaries as of the end of each Fiscal Quarter such quarter and the results of operations and cash flows of the Parent and its Subsidiaries for such quarter, in each Fiscal Yearaccordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Parent and its Subsidiaries furnished to the Agent and the Lenders, other than the fourth Fiscal Quarter; andsubject to normal year-end adjustments; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available, and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to Parent and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Bank in Parent and its Subsidiaries as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis of any material variances Year, setting forth in each case in comparative form the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan corresponding figures for the Companies on a consolidated basis immediately preceding Fiscal Year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Parent and reasonably satisfactory to the Agents (which opinion shall disclose be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03), together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 20 days after the end of each fiscal month of the Parent and its Subsidiaries commencing with the first fiscal month of the Parent and its Subsidiaries ending after the Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by a chief financial officer of the Parent as fairly presenting, in all material assumptions utilized respects, the financial position of the Parent and shall include its Subsidiaries as at the following items: balance sheetend of such fiscal month and the results of operations, income statementretained earnings and cash flows of the Parent and its Subsidiaries for such fiscal month, cashflow statementin accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, Capital Expendituressubject to normal year-end adjustments; (iv) simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clauses (i), operating leases (ii) and tax liabilities (iii) of this Section 7.01(a), a certificate of an “Annual Business Plan”Authorized Officer of the Parent (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Parent and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Parent and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if a an Event of Default or Default exists or existed, describing the nature and period of existence thereof and the action which the Parent and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations specified in the Applicable LIBOR Margin, Applicable Reference Margin in Section 7.03 and Excess Cash Flow (with respect to those certificates delivered in connection with the financial statements pursuant to Section 7.03); (ev) as soon as available and in any event within 5 Business Days after the end of each fiscal month (or more frequent as requested by the one hundred Administrative Agent) of the Parent and twentieth (120th) day from its Subsidiaries commencing with the Closing first fiscal month of the Parent and its Subsidiaries ending after the Effective Date, reports in form and detail satisfactory to the Agents and certified by an Authorized Officer of the Borrower as being accurate and complete (A) listing all Account Receivable of the Loan Parties as of such day, which shall include the amount and age of each such Account Receivable, and a description of all Liens, set-offs, defenses and counterclaims with respect thereto, together with a reconciliation of such schedule with the schedule delivered to the Agents pursuant to this clause (v)(A) for the Fiscal Year ended December 31immediately preceding fiscal month, 2017: (i) the Year-end Financial Statements; (ii) financial statements name and mailing address of each Account Debtor with respect to Thinkwrap on a review engagement basis; each such Account Receivable and such other information as the Agents may reasonably request, (iiiB) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect listing all accounts payable of the BorrowerLoan Parties as of each such day which shall include the amount and age of each such account payable, Thinkwrap the name and Spark Red; mailing address of each account creditor (fincluding information indicating the amounts owing to owners and lessors of leased premises; warehouses, processors and other third parties in possession of Collateral) not less than thirty and such other information as the Agents may reasonably request, (30C) days prior to listing all Inventory of the payment Loan Parties as of any Earn-out each such day, and containing a breakdown of such Inventory by type, category and amount, the cost and the current market value thereof (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility Cby location), the Borrower shall deliver date of acquisition, the warehouse and production facility or other third party location and such other information as the Agents may reasonably request, all in detail and in form reasonably satisfactory to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before Agents and for the Fiscal Year immediately (D) after such payment (for greater certaintyimplementation thereof, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)perpetual Inventory reports; (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).

Reporting Requirements. The Borrower shall deliver Furnish to each Bank or, in the case of clauses (in accordance with xiii) and (xv) of this Section 13.08) 5.01(a), to the Bank the following financial and other information at the times indicated belowAgent: (ai) a Borrowing Base Certificate certified by Within 60 days after the Senior Financial Officer close of each of the first three quarters of each fiscal year of the Borrower, the unaudited consolidated balance sheet and statement of investments of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each monthsuch quarter and the related consolidated statements of income, by no later than cash flows and partners' capital of the thirtieth (30th) Borrower for such quarter and for the elapsed portion of the fiscal year ended with the last day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied byquarter, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer case after 1998 setting forth comparative figures as of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios end of, and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis related periods in, the prior fiscal year, all in respect of such Fiscal Year reasonable detail, prepared in accordance with GAAP, all of which shall disclose all material assumptions utilized be certified by a senior financial officer of Enron Capital II (which certificate shall state that such financial statements fairly present the financial position and shall include investments and results of operations, cash flows and changes in partners' capital of the following items: balance sheetBorrower at the dates and for the periods indicated therein), income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)subject to normal year-end audit adjustments; (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect Within 120 days after the close of each fiscal year of the Borrower, Thinkwrap the audited consolidated balance sheet and Spark Redstatement of investments of the Borrower as at the end of such fiscal year and the related audited consolidated statements of income, cash flows and partners' capital of the Borrower as of the end of and for such fiscal year setting forth comparative figures for the preceding fiscal year, together with the opinion of Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o. or such other independent certified public accountants of recognized national standing as are selected by the Borrower, stating that such financial statements fairly present the financial position and investments of the Borrower as of the date indicated and the results of its operations, cash flows and changes in partners' capital for the period indicated in conformity with GAAP, consistently applied (except for such inconsistencies which may be disclosed in such report), and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; (fiii) not less than thirty simultaneously with the delivery of each of the annual or quarterly reports referred to in clause (30i) days prior or (ii) above, a certificate of an authorized financial officer of Enron Capital II in a form acceptable to the payment Agent (a) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility CSections 5.02(b), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before 5.02(d), and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).5.02

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial each Agent and other information at the times indicated beloweach Senior Lender: (ai) a Borrowing Base Certificate certified by as soon as available and in any event within 45 days after the Senior Financial Officer end of each of the Borrower or other senior officer first three fiscal quarters of each Fiscal Year of the Borrower acceptable to Parent commencing March 31, 2002, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows of the Bank in the form of Exhibit “F” attached hereto Parent and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable figures for the corresponding date or period of the Companies; (b) immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Interim Financial Statements on a consolidated basis by: (i) Parent as fairly presenting, in all material respects, the forty-fifth (45th) day after financial position of the Parent and its Subsidiaries as of the end of each Fiscal Quarter such quarter and the results of operations and cash flows of the Parent and its Subsidiaries for such quarter, in each Fiscal Yearaccordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Parent and its Subsidiaries furnished to the Agents and the Senior Lenders, other than the fourth Fiscal Quarter; andsubject to normal year-end adjustments; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available, and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to Parent and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows of the Bank in Parent and its Subsidiaries as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis of any material variances Year, setting forth in each case in comparative form the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan corresponding figures for the Companies on a consolidated basis immediately preceding Fiscal Year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated financial statements, accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized national standing selected by the Parent and satisfactory to the Agents in their reasonable business judgment (which opinion shall be without (A) a "going concern" or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03, together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Parent and its Subsidiaries commencing February 28, 2002, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting, in all material respects, the financial position of the Parent and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Parent and its Subsidiaries for such fiscal periods, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Senior Lenders, subject to normal year-end adjustments; provided, however, that if the end of such fiscal month is also the end of a fiscal quarter or the end of a Fiscal Year, such report shall be delivered in accordance with Section 7.01(a)(i) or Section 7.01(a)(ii), as appropriate; (iv) simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Parent (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Parent and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Parent and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Parent and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations specified in Section 7.03; (v) as soon as available and in any event within 15 days after the end of each fiscal month of the Parent and its Subsidiaries commencing February 28, 2002, reports in form and detail satisfactory to the Agents and certified by an Authorized Officer of the Administrative Borrower as being accurate and complete (A) listing all Accounts Receivable of the Designated Loan Parties as of such month end date, which shall disclose include, prior to the implementation of the electronic collateral reporting system pursuant to Section 7.01(q), a summary report of the amount of all material assumptions utilized Accounts Receivable more than 30, 60, 90 and 120 days old, and, after the implementation of the electronic collateral reporting system pursuant to Section 7.01(q), the amount and age of each Account Receivable, showing separately (by invoice and due date) those which are more than 30, 60, 90 and 120 days old and a description of all Liens, set-offs, defenses and counterclaims with respect thereto, together with a reconciliation of such schedule with the schedule delivered to the Agents pursuant to this clause (v)(A) for the immediately preceding fiscal month, the name and mailing address of each Account Debtor with respect to each such Account Receivable and such other information as any Agent may request, (B) listing all accounts payable of the Designated Loan Parties as of each such day which shall include the amount and age of each account payable, the name and mailing address of each account creditor and such other information as any Agent may request, (C) upon request by any Agent, a statement of the balance of each of the intercompany Accounts, (D) such information and reports relating to the Facilities as any Agent shall reasonably request from time to time, (E) with respect to the Rolling Stock of the Loan Parties, a certificate setting forth, as of the end of the previous fiscal month and for the portion of the Fiscal Year then ended, (1) a summary report of the Rolling Stock of the Loan Parties (differentiating with respect to Eligible Rolling Stock and all other Rolling Stock), indicating changes in value and depreciation amounts, (2) a list of Rolling Stock of the Designated Loan Parties purchased or otherwise acquired during such period, setting forth the following itemsinformation: balance sheetthe date of acquisition, income statementthe manufacturer, cashflow statementthe year made, Capital Expendituresthe model, operating leases the vehicle identification number, the state in which it is licensed, the license number, the owner, state in which it is titled and tax liabilities the certificate of title or ownership identification number, together with a copy of the invoice, purchase order, registration or other document setting forth the vehicle identification number of such vehicle, which list shall supplement and update Schedule 5.01(d)(xxx), (an “Annual Business Plan”)3) a list of Rolling Stock of the Designated Loan Parties sold or contracted for sale during such period, (4) the Dollar amount spent on such purchases or acquisitions during such period, (5) a report reconciling the records of the Loan Parties against the most recent report of the Rolling Stock Collateral Custodian with respect to the Rolling Stock and (6) any other information relating to the Rolling Stock as the Agents may reasonably request, (F) a schedule setting forth all outstanding Capitalized Lease Obligations (as defined in the Indenture) incurred under clause (i) of the second paragraph of Section 4.09 of the Indenture, (G) a schedule setting forth a reasonably detailed calculation of the amount of Indebtedness that may be incurred by the Parent and its Subsidiaries under subclause (i)(2) of the second paragraph of Section 4.09 of the Indenture, and (H) a schedule of borrowings and repayments under the Canadian Facility during the previous month; (evi) as soon as available and in any event by Thursday of each week commencing with the first week ending after the Effective Date, a Borrowing Base Certificate, current as of the close of business on the Saturday of the immediately preceding week supported by schedules showing the derivation thereof and containing such detail and other information as any Agent may request from time to time, provided that (A) the Borrowing Base set forth in the Borrowing Base Certificate (1) shall be effective from and including the date such Borrowing Base Certificate is duly received by the one hundred Agents but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents, unless any Agent disputes the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof by notice of such dispute to the Administrative Borrower, (2) shall, with respect to setoffs, defenses, counterclaims or contras related to Accounts Receivable of the Designated Loan Parties, be updated not less frequently than monthly and twentieth (120th3) day from shall, with respect to Eligible Rolling Stock, be updated not less frequently than monthly and (B) in the Closing Dateevent of any dispute about the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof, such Agent's good faith judgment shall control; (A) on or before December 15th of each year, financial projections, supplementing and superseding the financial projections for such period referred to in Section 6.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agents, for the immediately succeeding Fiscal Year ended December 31for the Parent and its Subsidiaries and (B) for Fiscal Year 2002, 2017: on or before thirty days prior to the end of the second and third fiscal quarter of such Fiscal Year and for each of the first three fiscal quarters of all subsequent Fiscal Years, financial projections, supplementing and superseding the financial projections for such period referred to in Section 6.01(g)(ii)(B), prepared on a monthly basis and otherwise in form and substance satisfactory to the Agents, for each remaining quarterly period in such Fiscal Year, all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Parent to be reasonable at the time made and from the best information then available to the Parent; (iviii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (ix) as soon as possible, and in any event within 3 days after the Year-end Financial Statements; occurrence of an Event of Default or Default or the occurrence of any event or development that could have a Material Adverse Effect, the written statement of an Authorized Officer of the Administrative Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (iiA) financial statements as soon as possible and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to Thinkwrap on a review engagement basis; any Employee Plan has occurred, (iii2) management prepared financial statements any other Termination Event with respect to Spark Red; any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Administrative Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within three days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 10 days after the filing thereof with the appropriate Governmental Authority if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (ivF) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof; (xi) as soon as possible and in any event within 10 days after any Loan Party knows or has reason to know that (A) a consolidated income statement notice from any Person questioning or challenging the compliance of the Canadian Plans with (1) the terms thereof (2) all applicable Canadian laws and balance sheet regulations or (3) any applicable Collective Bargaining Agreement (other than in respect of any claim related solely to that Person) has been delivered to any Loan Party or to a Governmental Authority; (B) a contribution or premium required to be paid to or in respect of the BorrowerCanadian Plans has not been paid in accordance with the terms thereof, Thinkwrap all applicable Canadian laws and Spark Red; regulations, or any applicable Collective Bargaining Agreement or that taxes or material penalties or fees are owing or exigible under the Canadian Plans; (fC) not less an investigation, litigation, administrative or other proceeding, action, suit or claim (other than thirty routine claims for benefits) is pending or written notice thereof is threatened involving the Canadian Plans or its assets; (30D) days prior an event (other than as described on Schedule 6.01(i)) has occurred respecting any Canadian Plan which would entitle any Person (without the consent of the Loan Party) to the payment of wind-up or terminate any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained Canadian Plan in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally whole or in writingpart, or which could, reasonably be expected to adversely affect the tax status thereof; (E) as to the most recent status of a going concern unfunded actuarial liability, past service unfunded liability or solvency deficiency respecting any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).Canadian Plan that is registered pension plan is disclosed

Reporting Requirements. The Borrower (a) For so long as any Notes remain outstanding: the Issuer shall deliver to the Trustee electronically (a) within one hundred and twenty (120) days after the close of its fiscal year, its annual audited consolidated financial statements in English prepared in accordance with Section 13.08) to the Bank the following IFRS (containing statements of financial position, statements of income and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer cash flows, and notes thereto, as of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of and for such fiscal year and the immediately preceding fiscal year with a report thereon by an internationally recognized outside firm of certified public accountants) and (b) within sixty (60) days after the close of each monthfiscal quarter, by no later than the thirtieth its interim unaudited quarterly consolidated financial statements in English prepared in accordance with IFRS (30th) day after containing statements of financial position, statements of income and cash flows and notes thereto, as of the end of such month, containing and for the interim period covered thereby and the comparable interim period in the immediately preceding fiscal year) for the first three (i3) an aged summary fiscal quarters of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable each of the Companiesfiscal years of the Guarantors; (b) without duplication, upon request, the Interim Financial Statements on a consolidated basis Issuer shall deliver to the Trustee electronically English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by: ) the Issuer or the Guarantors with (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal YearCNBV, other than the fourth Fiscal Quarter; and (ii) the sixtieth BMV and (60thiii) day after the end of SGX-ST, or any other stock exchange on which the fourth Fiscal Quarter in each Fiscal Year, accompanied byNotes may be listed, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank extent that any such report or notice is generally available to the Issuer’s or the Guarantors’ security holders or the public in Mexico or elsewhere; provided, however, that neither the form of Exhibit “E” attached hereto which Issuer nor the Guarantors shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of be required to furnish such Fiscal Quarter (information to the extent such information is publicly available, including all supporting calculations);on the Issuer’s or the Guarantors’ website; and (c) so long as the annual Year-end Financial Statements, accompanied by an unqualified opinion Issuer is not subject to the reporting requirements of Section 13 or Section 15(d) of the Borrower’s auditor with respect theretoExchange Act and is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C)upon request, the Borrower Issuer shall deliver to any Holder and any prospective purchaser of the Bank a Compliance Certificate which shall evidence Notes any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Notes are not freely transferable under the Securities Act. Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantors’ compliance with all financial any of their covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment this Indenture (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to which the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time Trustee is entitled to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal periodrely exclusively on Officers’ Certificates).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated belowGlobal Administrative Agent: (a) a Borrowing Base Certificate certified by as soon as available and in any event no later than the Senior Financial Officer date which is the earlier of (i) sixty (60) days after the end of each of the Borrower or other senior officer first three quarters of each fiscal year of Harley and (ii) the date the Quarterly Report on Form 10-Q for such quarter of Harley would have been required to have been filed under the rules and regulations of the Borrower acceptable Commission giving effect to any automatic extension available thereunder for filing of such form, the Bank Consolidated balance sheet of Harley and its Subsidiaries and the Consolidated balance sheet of HDFS and its Subsidiaries, in each case as of the form end of Exhibit “F” attached hereto as such quarter and Consolidated statements of income and cash flows of Harley and its Subsidiaries and Consolidated statements of income and cash flows of HDFS and its Subsidiaries, in each case for the period commencing at the end of each month, by no later than the thirtieth (30th) day after previous fiscal year and ending with the end of such monthquarter, containing duly certified (isubject to the absence of footnotes and to year-end audit adjustments) an aged summary by the chief financial officer or treasurer of Accounts including domicile Harley (on behalf of account debtors, intercompany accounts, doubtful accounts, accounts Harley and HDFS) as having been prepared in dispute, contra accounts, holdbacks accordance with generally accepted accounting principles and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable certificates of the Companieschief financial officer or treasurer of Harley as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 6.3; (b) as soon as available and in any event no later than the Interim Financial Statements on a consolidated basis by: date which is the earlier of (i) the forty-fifth one hundred twenty (45th120) day days after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and fiscal year of Harley and (ii) the sixtieth (60th) day after date the Annual Report on Form 10-K for such fiscal year of Harley would have been required to have been filed under the rules and regulations of the Commission giving effect to any automatic extension available thereunder for filing of such form, a copy of the annual audit report for such year for Harley and its Subsidiaries, containing the Consolidated balance sheet of Harley and its Subsidiaries and the Consolidated balance sheet of HDFS and its Subsidiaries, in each case as of the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied bysuch fiscal year and Consolidated statements of income and cash flows of Harley and its Subsidiaries and Consolidated statements of income and cash flows of HDFS and its Subsidiaries, in each casecase for such fiscal year, in each case accompanied by an opinion ((1) without a Compliance Certificate certified “going concern” or like qualification or like exception and (2) other than a qualification permitted by the Senior Financial Officer Commission regarding the internal controls of a company acquired during such period pursuant to a material acquisition by Harley or other senior officer any Subsidiary, without any qualification or exception as to the scope of the Borrower such audit) acceptable to the Bank in Required Lenders by Ernst & Young LLP or other independent public accountants acceptable to the form Required Lenders and certificates of Exhibit “E” attached hereto which shall evidence the chief financial officer or treasurer of Harley (on behalf of Harley and HDFS) as to compliance with all financial ratios the terms of this Agreement and amounts set out setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)6.3; (c) the annual Year-end Financial Statements, accompanied by as soon as possible and in any event within five (5) Business Days after an unqualified opinion executive officer of Harley knows or should have known of the Borrower’s auditor occurrence of each Default or Unmatured Default continuing, a statement of the chief financial officer or treasurer of Harley setting forth details of such Default or Unmatured Default and the action that Harley has taken and proposes to take with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day promptly after the start sending or filing thereof, copies of each Fiscal Year business plan for all reports that Harley sends to any of its securityholders as such, and copies of all reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and registration statements (other than the Companies exhibits thereto and any registration statements on Form S-8 or its equivalent) that Harley or any Subsidiary files with the Commission or any national securities exchange, excluding any of the foregoing to the extent related solely to a consolidated basis in respect Permitted Finance Receivables Securitization (unless such report constitutes a notice of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”default or acceleration); (e) by promptly after the one hundred commencement thereof, notice of all actions and twentieth (120th) day from the Closing Dateproceedings before any court, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect governmental agency or arbitrator affecting Harley or any of its Subsidiaries of the Borrower, Thinkwrap and Spark Red;type described in Section 5.1.7(ii); and (f) not less than thirty (30) days prior to such other information respecting Harley or any of its Subsidiaries as any Lender through the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank Global Administrative Agent may reasonably require from time to time reasonably request. Financial statements (includingother than the certificate of the chief financial officer or the treasurer) required to be delivered pursuant to clauses (a), without limitation(b) and (d) of this Section 6.1.9 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the amount date on which such financial statements are filed for public availability on the Commission’s Electronic Data Gathering and Retrieval System; provided that Harley shall notify (which may be by facsimile or electronic mail) the Global Administrative Agent of Accrued Funding not applied during the filing of any prior fiscal period)such financial statements.

Reporting Requirements. The Borrower will deliver, or cause to be delivered, to Lender each of the following, which shall deliver (be in accordance with Section 13.08) form and detail acceptable to the Bank the following financial and other information at the times indicated belowLender: (a) a Borrowing Base Certificate as soon as available, and in any event within 120 days after the end of each fiscal year of Guarantor, audited financial statements of Guarantor with the unqualified opinion of independent certified public accountants selected by the Senior Financial Officer of the Borrower or other senior officer of the Borrower Guarantor and acceptable to Lender, which annual financial statements shall include the Bank in the form balance sheet of Exhibit “F” attached hereto Guarantor as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank fiscal year and the calculation related statements of Excess Cash Flow income, retained earnings and cash flows of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan Guarantor for the Companies on a consolidated basis fiscal year then ended, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, which shall disclose together with (i) a report signed by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default hereunder; and (ii) a certificate of the chief financial officer of Guarantor in the form of Exhibit G hereto stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default by Borrower hereunder and, if so, stating in reasonable detail the facts with respect thereto; (b) as soon as available and in any event within 90 days after the end of each fiscal quarter of Guarantor, an unaudited/internal balance sheet and statements of income and retained earnings of Guarantor as at the end of and for such quarter and for the year to date period then ended, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all material assumptions utilized prepared in accordance with GAAP and shall include certified by the following items: balance sheetchief financial officer of Guarantor, subject to year-end audit adjustments; and accompanied by a certificate of that officer in the form of Exhibit G hereto stating (i) that such financial statements have been prepared in accordance with GAAP; and (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default by Borrower hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto; (c) upon request of Lender, income statementtax returns of Guarantor; (d) immediately after the commencement thereof, cashflow statement, Capital Expenditures, operating leases notice in writing of all litigation and tax liabilities (an “Annual Business Plan”)of all proceedings before any governmental or regulatory agency affecting Borrower of the type described in Article V hereof or which seek a monetary recovery against Borrower in excess of $100,000 or Guarantor in excess of $500,000; (e) by the one hundred and twentieth as promptly as practicable (120thbut in any event not later than five Business Days) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect after an officer of Borrower obtains knowledge of the Borroweroccurrence of any event that constitutes a Default or an Event of Default hereunder, Thinkwrap and Spark Rednotice of such occurrence, together with a detailed statement by a responsible officer of Borrower of the steps being taken by Borrower to cure the effect of such Default or Event of Default; (f) not less than thirty (30) days prior to the payment promptly upon knowledge thereof, notice of any Earn-out (for greater certainty, regardless loss or destruction of whether or not such Earn-out is damage to be paid from any of the proceeds from an Advance under Facility C), Collateral or of any material adverse change in any of the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Collateral; (g) not less than bi-weeklypromptly after the amending thereof, provide the Bank with an update (whether orally or in writing) as to the most recent status copies of any Equity Issuanceand all amendments to its certificate of incorporation, together articles of incorporation or bylaws; (h) promptly upon knowledge thereof, notice of the violation by Borrower of any law, rule or regulation, the noncompliance with such supporting information which could reasonably be expected to cause a material adverse effect on its financial condition, operations, business or documentation reasonably required prospects; (i) promptly upon receipt thereof, a copy of any notice of audit from the Internal Revenue Service; (j) within 30 days of request by Lender, evidence satisfactory to Lender that Borrower has complied with the Bankcapital expenditure limitations of Code section 144(a)(4); and (hk) such additional information and documents as promptly upon knowledge thereof, notice of any material adverse change in the Bank may reasonably require from time to time (including, without limitation, the amount financial or operating condition of Accrued Funding not applied during any prior fiscal period)Borrower or Guarantor.

Reporting Requirements. The Borrower will furnish to the Bank: (i) Within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 1997), a copy of the Borrower's Annual Report on Form 10-KSB for such fiscal year and (whether or not contained in such Annual Report on Form 10-KSB) all of the following: the annual audit report for such fiscal year for the Borrower, including therein consolidated and consolidating balance sheets of the Borrower and Subsidiaries as at the end of such fiscal year and related consolidated and consolidating statements of income, stockholders' equity and cash flow for the fiscal year then ended. The annual consolidated financial statements shall deliver be certified by independent public accountants selected by the Borrower and reasonably acceptable to the Bank, such certification to be in such form as is generally recognized as "unqualified". (ii) Within 45 days after the end of each fiscal quarter of the Borrower, a copy of the Borrower's Quarterly Report on Form 10-QSB for such fiscal quarter and (whether or not contained in such Quarterly Report on Form 10-QSB) all of the following: consolidated and consolidating balance sheets of the Borrower and its Subsidiaries and related consolidated and consolidating statements of income and cash flow, unaudited but complete and accurate and prepared in accordance with Section 13.08) to generally accepted accounting principles consistently applied fairly presenting the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer condition of the Borrower or other senior as at the dates thereof and for the periods covered thereby (except that such quarterly statements need not contain footnotes) and certified as accurate (subject to normal year-end audit adjustments, which shall not be material) by the chief financial officer of the Borrower acceptable Borrower, such balance sheets to the Bank in the form of Exhibit “F” attached hereto be as at the end of each such fiscal quarter and such statements of income and cash flow to be for such fiscal quarter and for the year to date, in each case together with a comparison to budget. (iii) At the time of delivery of each annual or quarterly statement of the Borrower, a certificate executed by the chief financial officer of the Borrower stating that he or she has reviewed this letter agreement and the other Loan Documents and has no knowledge of any default by the Borrower in the performance or observance of any of the provisions of this letter agreement or of any of the other Loan Documents or, if he or she has such knowledge, specifying each such default and the nature thereof. Each financial statement given as at the end of any fiscal quarter of the Borrower will also set forth the calculations necessary to evidence compliance with ss.ss.3.7-3.10. (iv) Monthly, within 30 days after the end of each month, by no later than (A) an aging report in form satisfactory to the thirtieth (30th) day after Bank covering all Receivables of the Borrower outstanding as at the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (iiB) an aged summary of accounts payable a certificate of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior chief financial officer of the Borrower acceptable setting forth the Borrowing Base as at the end of such month, all in form reasonably satisfactory to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations);Bank. (cv) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect theretoPromptly after receipt, a copy of such auditor’s letter all audits or reports submitted to management and related management discussion and analysisthe Borrower by independent public accountants in connection with any annual, by special or interim audits of the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer books of the Borrower acceptable and any "management letter" from such accountants. (vi) As long as any securities of the Borrower are publicly traded, the Borrower will furnish to the Bank, promptly upon same becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Borrower to stockholders or the holders of debt securities generally, and of each regular or periodic report and any registration statement, prospectus or listing application filed by the Borrower with the National Association of Securities Dealers, any securities exchange or the SEC. (vii) As soon as possible and in any event within five days of the occurrence of any Event of Default or any event which, with the giving of notice or passage of time or both, would constitute an Event of Default, the statement of the Borrower setting forth details of each such Event of Default or event and the action which the Borrower proposes to take with respect thereto. (viii) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, to which the Borrower or any Subsidiary of the Borrower is a party. (ix) Promptly upon applying for, or being granted, a federal or state registration for any copyright, trademark or patent or purchasing any registered copyright, trademark or patent, written notice to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance describing same, together with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented documents as may be required to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to give the Bank a Compliance Certificate fully perfected first priority security interest in each such copyright, trademark or patent. (x) Promptly after the Borrower has knowledge thereof, written notice of any development or circumstance which shall evidence compliance with all may reasonably be expected to have a material adverse effect on the Borrower or its business, properties, assets, Subsidiaries or condition, financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment or otherwise. (for greater certaintyxi) Promptly upon request, such pro forma compliance with such other information respecting the financial covenants shall be calculated after giving effect to condition, operations, Receivables, inventory, machinery or equipment of the changes to Funded Debt resulting from Borrower or any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents Subsidiary as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q for such quarter, as filed with the SEC, which shall contain a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and (A) certifying that there have been no Subsidiaries that have become Significant Subsidiaries at any time during such period, or any Subsidiaries that have ceased to be Significant Subsidiaries at any time during such period, in each Fiscal Yearcase except as expressly identified in such certificate, other than and (B) setting forth in reasonable detail the fourth Fiscal Quarter; andcalculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year accompanied by fiscal year of the Borrower, a Compliance Certificate certified by copy of the Senior Financial Officer or other senior officer Borrower’s Annual Report on Form 10-K for such year, as filed with the SEC, which shall contain a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or another independent registered public accounting firm acceptable to the Bank Required Lenders, and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and (A) certifying that there have been no Subsidiaries that have become Significant Subsidiaries at any time during such period, or any Subsidiaries that have ceased to be Significant Subsidiaries at any time during such period, in each case except as expressly identified in such certificate, and (B) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the form event of Exhibit “E” attached hereto which any change in GAAP used in the preparation of such financial statements, the Borrower shall evidence also provide, if necessary for the determination of compliance with all Section 5.03, a statement of reconciliation conforming such financial ratios and amounts set out statements to GAAP in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in effect on the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrowerdate hereof; (diii) by the sixtieth (60th) day as soon as possible and in any event within five days after the start chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of each Fiscal Year business plan for Default continuing on the Companies on a consolidated basis in respect date of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statementa statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, Capital Expenditurescopies of all Reports on Form 8-K that the Borrower or any Significant Subsidiary files with the SEC or any national securities exchange; (v) promptly after the commencement thereof, operating leases notice of all actions and tax liabilities (an “Annual Business Plan”proceedings before any Governmental Authority or arbitrator affecting the Borrower or any Significant Subsidiary of the type described in Section 4.01(e); (evi) by any change in the one hundred and twentieth information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (120thc) day or (d) of such certification; (vii) such other information respecting the Borrower or any of its Subsidiaries as any LC Issuing Bank or any Lender through the Administrative Agent may from time to time reasonably request; and (viii) with respect to each calendar year (with the Closing Datefirst such delivery to occur in calendar year 2022, in respect of the KPI Metrics for the Fiscal Year ended December 31calendar year 2021), 2017: no later than five (5) Business Days following the publication of the Annual KPI Report for such calendar year (but no earlier than April 1 and no later than June 30 of such year), a Pricing Certificate for such calendar year; provided, however, that for any calendar year the Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default under this Agreement. Notwithstanding the foregoing, the information required to be delivered pursuant to clauses (i) the Year-end Financial Statements; ), (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect shall be deemed to have been delivered if such information shall be available on the website of the Borrower, Thinkwrap SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or any successor website; provided that the compliance certificates required under clauses (i) and Spark Red; (fii) not less than thirty (30) days prior to shall be delivered in the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained manner specified in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period8.02(b).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank Administrative Agent (and the following financial and other information at Administrative Agent shall promptly furnish copies thereof to the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower Lenders via Debt Domain or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by:similar password-protected restricted internet site): (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and related consolidated statements of income and cash flow for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with generally accepted accounting principles applicable to interim statements and certified by the treasurer, chief financial officer or corporate controller of the Borrower, provided that financial statements required to be delivered pursuant to this clause (i) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Fiscal Year, other than Lender and the fourth Fiscal Quarter; andAdministrative Agent have access and the Lenders and the Administrative Agent may rely on such documents to the same extent as if such documents had been delivered to each of them directly; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 105 days after the end of each Fiscal Year accompanied fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its Consolidated Subsidiaries, containing consolidated financial statements for such year certified without exception as to scope by a Compliance Certificate certified by the Senior Financial Officer PricewaterhouseCoopers LLP or other senior independent registered public accounting firm reasonably acceptable to the Required Lenders, provided that if different components of such consolidated financial statements are separately audited by different independent public accounting firms, then the audit report of any such accounting firm may contain a qualification or exception as to scope of such audit insofar as it is limited to the specified component of such consolidated financial statements, provided, further, that financial statements required to be delivered pursuant to this clause (ii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date 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 and the Lenders and the Administrative Agent may rely on such documents to the same extent as if such documents had been delivered to each of them directly; (iii) concurrently with the financial statements delivered pursuant to clause (ii) above, a certificate of the treasurer, chief financial officer or corporate controller of the Borrower, and concurrently with the financial statements delivered pursuant to clause (i) above, a certificate of the treasurer or corporate controller of the Borrower, stating in each case that a review of the activities of the Borrower and its Consolidated Subsidiaries during the preceding quarter or fiscal year, as the case may be, has been made under his or her supervision to determine whether the Borrower has fulfilled all of its respective obligations under this Agreement and the Notes, and also stating that, to the best of his or her knowledge, (x) no Default has occurred, or (y) if any Default exists, specifying such Default, the nature and status thereof, and the action the Borrower is taking or proposes to take with respect thereto; (iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect setting forth details of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank Default and the calculation of Excess Cash Flow of action which the BorrowerBorrower has taken and proposes to take with respect thereto; (dv) promptly after the filing or receiving thereof (or after the Borrower obtains knowledge of the filing or receiving thereof by an ERISA Affiliate), each notice that the Borrower or any ERISA Affiliate receives from the PBGC regarding the Insufficiency of any Single Employer Plan in connection with a distress termination of such Plan under Title IV of ERISA and, following any request therefore by the sixtieth (60th) day after the start Administrative Agent or any Lender, copies of each Fiscal Year business plan for Form 5500 annual return/report (including Schedule SB thereto) filed with respect to each Plan under ERISA with the Companies on a consolidated basis in respect Department of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)Labor; (evi) promptly following any request therefor, provide information and documentation reasonably requested by the one hundred and twentieth (120th) day from the Closing Date, Administrative Agent or any Lender for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect purposes of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before applicable “know your customer” and for the Fiscal Year immediately after such payment (for greater certaintyanti-money-laundering rules and regulations, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount Patriot Act and the Beneficial Ownership Regulation (if applicable); and (vii) such other information respecting the condition or operations, financial or otherwise, of Accrued Funding not applied during the Borrower or any prior fiscal period)of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated belowLenders: (aA) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank as soon as available and in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day event within 45 days after the end of each Fiscal Quarter in of the first three quarters of each Fiscal Yearfiscal year of MEMC, other than Consolidated balance sheets of MEMC and its Subsidiaries as of the fourth Fiscal Quarter; and (ii) end of such quarter and Consolidated statements of income and cash flows of MEMC and its Subsidiaries for the sixtieth (60th) day after period commencing at the end of the fourth Fiscal Quarter in each Fiscal Yearprevious fiscal year and ending with the end of such quarter, accompanied by, in each case, a Compliance Certificate duly certified (subject to year-end audit adjustments) by the Senior Financial Officer or other senior chief financial officer of the Borrower acceptable as having been prepared in accordance with GAAP and setting forth in reasonable detail the calculations necessary to the Bank in the form of Exhibit “E” attached hereto which shall evidence demonstrate compliance with all financial ratios subsections (vii), (viii) and amounts set out in (ix) of this Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations)10; (cB) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management as soon as available and related management discussion and analysis, by the one hundred and twentieth (120th) day in any event within 90 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect fiscal year of the Borrower, Thinkwrap a copy of the annual report for such year for the Borrower and Spark Redits Subsidiaries, containing Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Lenders by KPMG Peat Marwick or other independent public accountants reasonably acceptable to the Lenders and setting forth in reasonable detail the calculations necessary to demonstrate compliance with subsections (vii), (viii) and (ix) of this Section 10; (fC) not less than thirty (30) as soon as possible and in any event within ten days prior after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer of MEMC setting forth details of such Default and the action that MEMC has taken and proposes to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance take with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)respect thereto; (gD) not less than bi-weeklypromptly after the sending or filing thereof, provide copies of all reports which MEMC sends to any of its securityholders, and copies of all reports and registration statements which MEMC or any of its Subsidiaries files with the Bank Securities and Exchange Commission or any national securities exchange; (E) promptly after the filing or receiving thereof, copies of all reports and notices which MEMC or any Subsidiary files under ERISA with an update the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which MEMC or any Subsidiary receives from the Pension Benefit Guaranty Corporation; (whether orally F) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting MEMC or any of its Subsidiaries of the type described in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the BankSection 9(f); and (hG) such additional other information and documents respecting MEMC or any of its Subsidiaries as any Lender through the Bank Agent may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower Furnish to each Agent, who shall deliver (in accordance with Section 13.08) then furnish such information to the Bank the following financial and other information at the times indicated beloweach Lender: (ai) a Borrowing Base Certificate certified by as soon as available, and in any event within forty-five (45) days after the Senior Financial Officer end of each fiscal quarter of the Borrower or other senior officer Parent and its Subsidiaries, commencing with the first fiscal quarter of the Borrower acceptable to Parent and its Subsidiaries ending after the Bank in the form Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of Exhibit “F” attached hereto operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal quarter in each monthcase in the form prepared by the Administrative Borrower as of the Effective Date, by no later than or otherwise in form reasonably satisfactory to the thirtieth (30th) day after Required Lenders, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthfiscal quarter, containing (i) all in reasonable detail and certified by an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable Authorized Officer of the Companies; (b) Parent as fairly presenting, in all material respects, the Interim Financial Statements financial position of the Parent and its Subsidiaries on a consolidated basis by: (i) the forty-fifth (45th) day after as at the end of each Fiscal Quarter such fiscal quarter and the results of operations, retained earnings and cash flows of the Parent and its Subsidiaries for such fiscal quarter, in each Fiscal Yearaccordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, other than subject to the fourth Fiscal Quarter; andabsence of footnotes and normal year-end adjustments; (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available, and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the any event within one hundred and twentieth twenty (120th120) day days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to Parent and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Bank in Parent and its Subsidiaries as at the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect end of such Fiscal Year and shall include an analysis of any material variances Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan statements for the Companies on a consolidated basis immediately preceding Fiscal Year, all in respect of such Fiscal Year reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Parent and reasonably satisfactory to the Required Lenders (which opinion shall disclose all material assumptions utilized be without (A) any qualification, exception or explanatory paragraph expressing substantial doubt about the ability of the Parent or any of its Subsidiaries to continue as a going concern (other than as a result of (x) the maturity date of any Indebtedness occurring within 12 months of the date of such audit and shall include (y) any anticipated breach of any financial covenant contained in this Agreement), (B) any qualification or exception as to the following items: balance sheetscope of such audit, income statementor (C) any qualification which relates to the treatment or classification of any item and which, cashflow statementas a condition to the removal of such qualification, Capital Expenditureswould require an adjustment to such item, operating leases and tax liabilities (an “Annual Business Plan”the effect of which would be to cause any noncompliance with the provisions of Section 7.03); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; as soon as available, and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than any event within thirty (30) days after the end of each calendar month of the Parent and its Subsidiaries, commencing with the first calendar month of the Parent and its Subsidiaries ending after the Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month for the Parent and its Subsidiaries in each case in the form prepared by the Borrower as of the Effective Date, or otherwise in form reasonably satisfactory to the Required Lenders, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by an Authorized Officer of the Parent as fairly presenting, in all material respects, the financial position of the Parent and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Parent and its Subsidiaries for such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments; (iv) simultaneously with the delivery of the financial statements of the Parent and its Subsidiaries required by clauses (i) and (ii) of this Section 7.01(a), a certificate of an Authorized Officer of the Parent (a “Compliance Certificate”) in substantially the form attached hereto as Exhibit E, (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Parent and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Parent and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the occurrence and continuance during such period of an Event of Default or Default or, if an Event of Default or Default had occurred and continued or is continuing, describing the nature and period of existence thereof and the action which the Parent and/or its Subsidiaries propose to take or have taken with respect thereto; and (B) attaching a schedule showing the calculation of the financial covenants specified in Section 7.03 for the applicable period; (v) as soon as available and in any event concurrently with the delivery of the financial statements required by Section 7.01(a)(iii), sales reports, in form and detail substantially in the form attached hereto as Exhibit F, setting forth (A) the amount of same store sales per Franchised Location for such monthly period, (B) the number of Franchised Locations opened and Franchise Agreements executed for such monthly period, (C) the aggregate Franchise Collections of the Parent and its Subsidiaries for such monthly period (showing on separate lines each major category of such Franchise Collections) and (B) delinquent Franchise Collections in excess of 5% of all Franchise Collections (individually) more than 90 days past due; (vi) [reserved]; (vii) as soon as available and in any event not later than 30 days after the end of each Fiscal Year, a certificate of an Authorized Officer of the Parent (A) attaching a projected annual budget for the Parent and its Subsidiaries which includes projected monthly balance sheets, profit and loss statements, income statements and statements of cash flows of the Parent and its Subsidiaries for the immediately succeeding Fiscal Year for the Parent and its Subsidiaries (the most recently-delivered such projections being referred to herein as the “Projections”), supplementing and superseding the Projections previously required to be delivered pursuant to this Agreement, in form reasonably satisfactory to the Required Lenders (it being agreed that Projections in substantially the form of the Projections delivered on or prior to the payment Effective Date are satisfactory to the Lenders), and (B) certifying that the representations and warranties set forth in this Section 7.01(a)(vii) are true and correct with respect to the Projections; provided, that after a public offering of any EarnEquity Interests of the Parent or any parent company of the Parent or after any of the foregoing otherwise have securities outstanding that cause one or more of them to become subject to the reporting obligations of the Exchange Act, the parties hereto agree that all Projections delivered after such public offering and any other financial information marked as confidential so delivered shall be treated as material non-out public information and shall be subject to the confidentiality terms set forth in Section 12.20, and the Agents and the Lenders acknowledge that trading in the securities of such entities while in possession of such Projections or other material non-public information could constitute a violation of the Exchange Act; (viii) promptly after submission to any Governmental Authority, notice of such submission, and, upon request of any Agent, all material documents and material information furnished to such Governmental Authority, in each case in connection with any investigation of any Loan Party which, to the knowledge of such Loan Party, could reasonably be expected to result in a Material Adverse Effect; (ix) as soon as reasonably practicable, and in any event within three (3) Business Days after an Authorized Officer of any Loan Party obtains knowledge of the occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Administrative Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (x) (A) as soon as reasonably practicable and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan or Multiemployer Plan has occurred or (3) an Employee Plan failing to satisfy the “minimum funding standard” within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application has been made to the Secretary of the Treasury for greater certaintya waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code or Section 302 or 303 of ERISA with respect to an Employee Plan, regardless a statement of whether an Authorized Officer of the Administrative Borrower setting forth the details of such occurrence and the action, if any, that such Loan Party proposes to take with respect thereto, (B) promptly and in any event within three (3) days after receipt thereof by any Loan Party or not such Earn-out is to be paid any ERISA Affiliate thereof from the proceeds PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Employee Plan or to have a trustee appointed to administer any Employee Plan, (C) promptly and in any event within ten (10) days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan, (D) promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan and (E) promptly and in any event within three (3) days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from an Advance a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Facility CSection 4202 of ERISA or indicating that such Multiemployer Plan is in “endangered” or “critical” status under Section 305 of ERISA or has been declared “insolvent” within the meaning of Section 4245 of ERISA, in each case of (A), (B), (D) and (E) above, except as could not reasonably be expected to result in material liability for any Loan Party; (xi) promptly after the Borrower shall deliver commencement thereof but in any event not later than ten (10) Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of the commencement of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which could reasonably be expected to have a Material Adverse Effect; (xii) promptly, and in any event within five (5) Business Days after any Authorized Officer of Parent or its Subsidiaries obtains knowledge thereof, notice of (a) the Bank early termination of any Material Contract or any material portion thereof, (b) receipt by any Parent or any of its Subsidiaries of a Compliance Certificate which shall evidence compliance written notice of default under any Material Contract, (c) any material amendment, supplement or other modification to any Material Contract (together with a copy thereof), and (d) any notice or other material correspondence relating to a dispute or audit threatened or initiated under any Material Contract, in each case under this subclause (d), that could reasonably be expected to have a Material Adverse Effect, and such information as the Administrative Agent may reasonably request regarding such dispute or audit and the resolution thereof; (xiii) as soon as reasonably practicable and in any event within five (5) Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Equity Interests of, or all financial covenants contained in Section 9.03 both immediately before and for or substantially all of the Fiscal Year immediately after such payment assets of, any Loan Party (for greater certainty, such pro forma compliance other than with such financial covenants shall be calculated after giving effect respect to the changes a Disposition to Funded Debt resulting from any Advance under Facility Canother Loan Party); (gxiv) not less than bi-weeklypromptly upon receipt thereof, provide the Bank with an update (whether orally or in writing) as to the most recent status copies of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time all financial reports (including, without limitation, final management letters), if any, submitted to any Loan Party by its auditors in connection with any final annual audit of the books thereof; (xv) concurrently with the delivery of financial statements required by Section 7.01(a)(iii), a detailed summary of Investments made by the Loan Parties pursuant to Sections 7.02(e)(xx) and 7.02(e)(xxi), including without limitation, summaries of originated and outstanding loans to franchisees, past due loans to franchisees, Studio Support (broken out by individual franchisee), and acquired franchisee locations, and otherwise in form and substance satisfactory to the Required Lenders; and (xvi) promptly upon reasonable request, such other information (other than information subject to confidentiality obligations with a third party or attorney client privilege or the sharing of which information is prohibited by applicable law, in which case, to the extent reasonably practical to provide the same, redacted summaries of such information shall be provided) concerning the condition or operations, financial or otherwise (including a listing of Accounts Receivable and accounts payable that reflects the amount and aging thereof), of Accrued Funding any Loan Party as any Agent (or any Lender through the Administrative Agent) may from time to time may reasonably request. (xvii) Parent hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Parent hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not applied during wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities of any prior fiscal period).of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Parent hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (x) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (y) by marking Borrower Materials “PUBLIC,” Parent shall be deemed to have authorized the Administrative Agents and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent or its

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished, to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLender: (i) the forty-fifth as soon as available and in any event within one hundred and eighty (45th180) day days after the end of each Fiscal Quarter fiscal year of the Borrower and its Subsidiaries, as well as of OSG and its Subsidiaries, the consolidated balance sheets of the Borrower and its Subsidiaries and OSG and its Subsidiaries, both as of the end of such year, and the related consolidated statements of profit and loss and changes in financial position of the Borrower and its Subsidiaries and OSG and its Subsidiaries for the fiscal year then ended, setting forth in each Fiscal Yearcase in comparative form the corresponding figures for the preceding fiscal year, other than and in each case certified by Ernst & Young LLP or by another independent public or chartered accountant satisfactory to the fourth Fiscal Quarter; andLender stating that in making the examination necessary for the audit of such financial statements it has obtained no knowledge of the existence of any condition, event or act which constitutes a Default or Event of Default, or if it has obtained knowledge of the existence of any such condition, event or act, specifying the same; (ii) as soon as available and in any event within ninety (90) days after the sixtieth (60th) day after close of each of the first three quarterly accounting periods in each fiscal year of the Borrower and its Subsidiaries, as well as of OSG and its Subsidiaries, the consolidated balance sheets of the Borrower and its Subsidiaries and OSG and its Subsidiaries, both as of the end of such quarterly period, and the fourth Fiscal Quarter related consolidated statements of profit and loss and changes in financial position of the Borrower and its Subsidiaries and OSG and its Subsidiaries for the period then ended, setting forth in each Fiscal Yearcase in comparative form the corresponding figures for the corresponding periods in the preceding fiscal year, accompanied by, in each case, a Compliance Certificate all of which shall be certified by the Senior Financial Officer or other senior an officer of the Borrower acceptable or OSG, as the case may be, and subject only to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Yearnormal year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borroweradjustments; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period).

Reporting Requirements. The Borrower covenants that it will, so long as any amount owing hereunder shall deliver (remain unpaid or any Lender shall have any Commitment hereunder, unless the Majority Lenders shall otherwise consent in accordance with Section 13.08) writing, furnish to the Bank the following financial and other information at the times indicated beloweach Lender: (a) a Borrowing Base Certificate certified by as soon as possible and in any event within three Business Days after the Senior Financial Officer occurrence of each Event of Default and each Unmatured Default continuing on the date of such statement, the statement of the chief financial officer or treasurer and assistant secretary of the Borrower setting forth details of such Event of Default or Unmatured Default and the action that the Borrower proposes to take with respect thereto; (b) as soon as practicable and in any event within 60 days after the end of each quarterly period in each fiscal year, (i) other senior than for the last quarterly period, a statement of income and statement of retained earnings and a statement of changes in financial position of the Borrower and its consolidated Subsidiaries for such period and (if different) for the period from the beginning of the current fiscal year to the end of such quarterly period, and a balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding periods in the preceding fiscal year with respect to said statements and as at the end of such periods with respect to said balance sheet, all in reasonable detail and certified by a financial officer of the Borrower acceptable as having been prepared in accordance with generally accepted accounting principles consistently applied, except as stated in such certification, subject to changes resulting from year-end adjustments; provided that the Bank Borrower may satisfy its obligation under this subsection (b)(i) by delivering a copy of its report on Form 10-Q for the applicable quarter and (ii) a certificate of the Borrower, in the form of Exhibit “F” attached hereto E, setting forth compliance with the financial covenant in Section 5.04 hereof and, if applicable, the financial covenant in Section 5.05 hereof and stating that no Event of Default or Unmatured Default has occurred and is continuing or a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (c) as soon as practicable and in any event within 120 days after the end of each fiscal year, (i) a statement of income and statement of earnings reinvested and a statement of changes in financial position of the Borrower and its consolidated Subsidiaries for each year, and a balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year, setting forth in each monthcase in comparative form corresponding figures from the preceding annual audit, all in reasonable detail and reported on to the Borrower by no later than independent public accountants of recognized standing selected by the thirtieth Borrower whose report shall not reflect any scope limitation imposed by the Borrower and who shall have authorized the Borrower to deliver such report thereof; provided that the Borrower may satisfy its obligation under this subsection (30thc) day after by delivering a copy of its Form 10-K for the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; applicable year and (ii) an aged summary of accounts payable a certificate of the Companies; (b) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Yearchief financial officer, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer treasurer and assistant secretary of the Borrower acceptable stating that said officer has no knowledge that an Event of Default or an Unmatured Default applicable to the Bank in Borrower has occurred and is continuing or, if an Event of Default or an Unmatured Default applicable to the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios Borrower has occurred and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) is continuing, a statement as to the annual Year-end Financial Statements, accompanied by an unqualified opinion of nature thereof and the Borrower’s auditor action that the Borrower proposes to take with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by as soon as possible and in any event within three Business Days of the sixtieth (60th) day after occurrence of a Material Adverse Change, the start statement of each Fiscal Year business plan for the Companies on a consolidated basis in respect chief financial officer or treasurer and assistant secretary of the Borrower setting forth the details of such Fiscal Year prepared in accordance change, the anticipated effects thereof and the action that the Borrower proposes to take with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”)respect thereto; (e) promptly and in any event within ten Business Days after receipt thereof by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect Borrower or any ERISA Affiliate of the Borrower, Thinkwrap copies of each written statement or each notice received by the Borrower or its ERISA Affiliate describing an ERISA Event and Spark Redthe action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto; (f) not less than thirty (30) days prior to promptly and in any event within ten Business Days after receipt thereof by the payment Borrower or any ERISA Affiliate of any Earn-out (for greater certaintythe Borrower, regardless copies of whether or not such Earn-out is to be paid each notice from the proceeds from an Advance under Facility C), the Borrower shall deliver PBGC stating its intention to the Bank terminate any Title IV Plan or to have a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after trustee appointed to administer any such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)Title IV Plan; (g) not less than bi-weeklypromptly and in any event within ten Business Days after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from the sponsor of a Multiemployer Plan, provide copies of each notice concerning (i) the Bank with an update imposition of Withdrawal Liability by any such Multiemployer Plan; provided that such Withdrawal Liability is at least $25,000,000, (whether orally ii) the reorganization or in writing) as termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan; provided that the amount of any resulting liability to the most recent status Borrower or any ERISA Affiliate of any Equity Issuancethe Borrower is at least $25,000,000, together with such supporting information or documentation reasonably required (iii) the amount of liability incurred, or that may be incurred, by the BankBorrower or any ERISA Affiliate of the Borrower in connection with any event described in clause (i) or (ii); provided that the amount of such liability is at least $25,000,000; (h) promptly upon request of the Lenders, copies of each Schedule B (actuarial information) to the annual report (form 5500 Series) with respect to each Title IV Plan maintained by the Borrower or any of its ERISA Affiliates that have been filed with the U.S. Department of Labor; and (hi) such additional other information respecting the business and documents the financial condition of the Borrower as any Lender may through the Bank may reasonably require Administrative Agent from time to time (including, without limitation, the amount of Accrued Funding not applied during any prior fiscal period)reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished, to the Bank Administrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following financial and other information at the times indicated belowfollowing: (ai) a Borrowing Base Certificate certified by promptly after becoming aware of the Senior Financial occurrence of any Event of Default with respect to such Borrower continuing on the date of such statement, the statement of an Authorized Officer of such Borrower setting forth details of such Event of Default and the action that such Borrower has taken or other senior officer proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the close of each of the first three quarters in each fiscal year of such Borrower, consolidated balance sheets of such Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each month, by no later than such quarter and consolidated statements of income of such Borrower and its Subsidiaries for the thirtieth (30th) day after period commencing at the end of the previous fiscal year and ending with the end of such monthquarter, containing (i) an aged summary fairly presenting in all material respects the financial condition of Accounts including domicile such Borrower and its Subsidiaries as at such date and the results of account debtors, intercompany accounts, doubtful accounts, accounts operations of such Borrower and its Subsidiaries for such period and setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable corresponding figures for the corresponding period of the Companiespreceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments and the exclusion of detailed footnotes) by the chief financial officer, treasurer, assistant treasurer or controller of such Borrower as having been prepared in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes); (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 105 days after the end of each Fiscal Quarter fiscal year of such Borrower, a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing as fairly presenting, in all material respects, the financial position of such Borrower and its Subsidiaries as at the end of such year and the results of their operations and their cash flows for the three-year period (or, if such Borrower is not then required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the two-year period) ending as at the end of such year in conformity with GAAP; (iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer, treasurer, assistant treasurer or controller of such Borrower (A) stating whether such Borrower has any knowledge of the occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the applicable ratio or, in the case of FE, ratios contemplated by Section 5.02 hereof, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the applicable financial covenant or, in the case of FE, covenants contained in Section 5.02 hereof; (v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K, if any, that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event within 20 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably likely to occur, that would reasonably be expected to result in liability exceeding $100,000,000 to such Borrower or such member of the Controlled Group, a statement of the chief financial officer of such Borrower describing such Termination Event and the action, if any, that such Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto; (vii) promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Department of Labor, copies of each Fiscal YearSchedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (viii) promptly upon request and in any event within five Business Days after receipt thereof by such Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, other than a copy of each notice received by such Borrower or such member of the fourth Fiscal QuarterControlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (ix) promptly and in any event within five Business Days (or one Business Day, if such change would require a prepayment under Section 2.12(b)(iv)) after ▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of such change; (x) promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and (iixi) such other information respecting the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Yearcondition or operations, accompanied byfinancial or otherwise, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial StatementsBorrower or any of its Subsidiaries, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the amount SEC or any national securities exchange, as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any Lender (through the Administrative Agent) may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the date specified for delivery of Accrued Funding same under paragraph (ii), (iii) or (v), as applicable, above. If any financial statements or report described in paragraph (ii) or (iii) above is due on a date that is not applied during any prior fiscal period)a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial each Agent and other information at the times indicated beloweach Lender: (ai) a Borrowing Base Certificate certified by [reserved]; (ii) as soon as available and in any event within 45 days after the Senior Financial Officer end of each of the Borrower or other senior officer first three Fiscal Quarters of each Fiscal Year, commencing with the Borrower acceptable to first such Fiscal Quarter ending after the Bank in the form Closing Date, unaudited consolidated balance sheets, statements of Exhibit “F” attached hereto operations and retained earnings and statements of cash flows of Holdings and its Subsidiaries as at the end of each monthsuch quarter, by no later than and for the thirtieth (30th) day after period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such monthquarter, containing (i) setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, all in reasonable detail and certified by an aged summary Authorized Officer of Accounts including domicile Holdings as fairly presenting, in all material respects, the financial position of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks Holdings and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable its Subsidiaries as of the Companiesend of such quarter and the results of operations of Holdings and its Subsidiaries for such quarter and for such year-to-date period and the cash flows of Holdings and its Subsidiaries for such year-to-date period, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of Holdings and its Subsidiaries furnished to the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments; (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available, and in any event within 75 days after the end of each Fiscal Quarter in each Year, commencing with the first Fiscal Year ending after the Closing Date, consolidated balance sheets, statements of operations and retained earnings and statements of cash flows of Holdings and its Subsidiaries as at the end of such Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, accompanied by, all in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios reasonable detail and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, and accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Administrative Agent (which opinion shall be without (1) a "going concern" or like qualification or exception, or (2) any qualification or exception as to the scope of such audit (other than solely as a result of the impending maturity of any Indebtedness or as a result of a prospective or actual default under any financial maintenance covenant in any agreement governing Term Loans of Holdings, the Borrower or any of its Restricted Subsidiaries or governing the Senior Secured Notes or the Notes)), together with a written statement of such accountants (x) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 7.03 and (y) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iv) simultaneously with the delivery of the financial statements of Holdings and its Subsidiaries required by clauses (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of Holdings (a "Compliance Certificate"), which shall disclose be substantially in the form of Exhibit F: (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of Holdings, the Borrower and its Restricted Subsidiaries during the period covered by such financial statements with a view to determining whether the Loan Parties were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the occurrence and continuance during such period of an Event of Default or Default or, if an Event of Default or Default had occurred and continued or is continuing, describing the nature and period of existence thereof and the action which the Loan Parties propose to take or have taken with respect thereto, (1) attaching a schedule showing a reasonably detailed calculation of the First Lien Net Leverage Ratio at the end of the relevant period along with a certification as to what the Amortization Installment Amount shall be for the next scheduled quarterly amortization payment, (2) solely in the case of any Compliance Certificate delivered together with the financial statements required by clause (iii ) of this Section 7.01(a), attaching a schedule showing the calculation of the Excess Cash Flow, (3) attaching a schedule showing the calculation of the liquidity of the Loan Parties with respect to Section 7.03, (4) at any time when there is any Unrestricted Subsidiary, attaching an Unrestricted Subsidiary Reconciliation Statement and (5) to the extent not included in the applicable financial statements, including a discussion and analysis of the financial condition and results of operations of Holdings and its Subsidiaries for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the figures for the corresponding period in the previous Fiscal Year, and (C) in the case of the delivery of the financial statements of Holdings and its Subsidiaries required by clause (iii) of this Section 7.01(a), attaching (1) a summary of all material assumptions utilized insurance coverage maintained as of the date thereof by any Loan Party, together with such other related documents and information as the Administrative Agent may reasonably require and (2) confirmation that there have been no changes to the information contained in the Perfection Certificate delivered on the Closing Date or the date of the most recently updated Perfection Certificate delivered pursuant to this clause (iv) and/or attaching an updated Perfection Certificate identifying any such changes to the information contained therein; (v) participate in a customary quarterly conference call with the Lenders, at a time selected by the Administrative Agent and reasonably acceptable to the Borrower, to discuss the financial condition of Holdings and its Subsidiaries; provided that, any public earnings call open to the Lenders and Agents shall include be deemed to satisfy this requirement; (vi) as soon as available and in any event not later than 30 days prior to the following items: balance sheetend of each Fiscal Year, income statementa certificate of an Authorized Officer of Holdings attaching Projections for Holdings, cashflow statementthe Borrower and its Restricted Subsidiaries, Capital Expendituressupplementing and superseding the Projections previously required to be delivered pursuant to this Agreement, operating leases prepared on a quarterly basis and tax liabilities otherwise in form and substance satisfactory to the Administrative Agent, for the immediately succeeding Fiscal Year; (vii) as promptly as practicable after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (viii) as soon as possible, and in any event within 3 Business Days after the occurrence of an “Annual Event of Default or Default or the occurrence of any event or development that would reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development that would reasonably be expected to have a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto; (ix) (A) as promptly as practicable and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) as promptly as practicable and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) as promptly as practicable and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by the Administrative Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) as promptly as practicable and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan and (E) as promptly as practicable and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA; (x) as promptly as practicable after the commencement thereof but in any event not later than 5 Business Plan”Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (xi) as promptly as practicable and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract; (xii) as promptly as practicable and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Equity Interests of, or all or substantially all of the assets of, any Loan Party; (xiii) [reserved]; (xiv) [reserved]; (xv) as promptly as practicable upon receipt thereof, copies of all management letters, if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the books thereof; (xvi) as promptly as practicable upon request, any certification or other evidence reasonably requested from time to time by any Lender in its sole discretion, confirming the Borrower's compliance with Section 7.02(r); (exvii) simultaneously with the delivery of the financial statements of Holdings and its Subsidiaries required by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; clauses (ii) financial statements with respect to Thinkwrap on a review engagement basis; and (iii) management prepared of this Section 7.01(a), if, as a result of any change in accounting principles and policies from those used in the preparation of the Financial Statements that is permitted by Section 7.02(q), the consolidated financial statements with respect of Holdings and its Subsidiaries delivered pursuant to Spark Red; clauses (ii) and (iviii) a of this Section 7.01(a) will differ from the consolidated income statement financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and balance sheet policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in respect of form and substance reasonably satisfactory to the Borrower, Thinkwrap and Spark RedAdministrative Agent; (fxviii) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank[reserved]; and (hxix) as promptly as practicable upon request, such additional other information and documents concerning the condition or operations, financial or otherwise, of any Loan Party as the Bank any Agent may reasonably require from time to time may reasonably request. For the avoidance of doubt, delivery of any reports, information and documents to an Agent hereunder is for informational purposes only and such Agent's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Borrower's compliance with any of its covenants hereunder. Information required to be furnished pursuant to clause (includingii) or (iii) of this Section 7.01(a) shall be deemed to have been furnished if such information, without limitationor one or more annual or quarterly reports containing such information, shall have been posted by the amount Administrative Agent on the Platform or shall be available on the website of Accrued Funding not applied during any prior fiscal period)the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be furnished pursuant to this Section 7.01(a) may also be furnished by electronic communications pursuant to procedures approved by the Administrative Agent

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished, to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLender: (i) the forty-fifth as soon as available and in any event within one hundred and eighty (45th180) day days after the end of each Fiscal Quarter fiscal year of the Borrower and its Subsidiaries, as well as of OSG and its Subsidiaries, the consolidated balance sheets of the Borrower and its Subsidiaries and OSG and its Subsidiaries, both as of the end of such year, and the related consolidated statements of profit and loss and changes in financial position of the Borrower and its Subsidiaries and OSG and its Subsidiaries for the fiscal year then ended, setting forth in each Fiscal Yearcase in comparative form the corresponding figures for the preceding fiscal year, and in each case certified by Ernst & Young LLP or by another independent public or chartered accountant satisfactory to the Lender stating that in making the examination necessary for the audit of such financial statements it has obtained no knowledge of the existence of any condition, event or act which constitutes a Default or Event of Default, or if it has obtained knowledge of the existence of any such condition, event or act, specifying the same; (ii) as soon as available and in any event within ninety (90) days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower and its Subsidiaries, as well as of OSG and its Subsidiaries, the consolidated balance sheets of the Borrower and its Subsidiaries and OSG and its Subsidiaries, both as of the end of such quarterly period, and the related consolidated statements of profit and loss and changes in financial position of the Borrower and its Subsidiaries and OSG and its Subsidiaries for the period then ended, setting forth in each case in comparative form the corresponding figures for the corresponding periods in the preceding fiscal year, all of which shall be certified by an officer of the Borrower or OSG, as the case may be, and subject only to normal year-end adjustments; (iii) simultaneously with the delivery of each set of financial statements referred to in clauses (i) and (ii) above, a certificate of an officer of the Borrower stating whether any Default or Event of Default exists on the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (iv) promptly upon the Borrower becoming aware of (A) the occurrence of a Default or Event of Default, or (B) the commencement of any action, suit, litigation or proceeding of the kind described in Section 4.01(g), a statement of an officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (v) promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed; (vi) if and when requested by the Lender, copies of all registration statements and reports on Forms 6-K and 20-F (or their equivalents) and Form 8-K (or its equivalent) and other than material filings which the fourth Fiscal QuarterBorrower shall have filed with the Securities and Exchange Commission or any similar governmental authority, or any national securities exchange, including, any reports or other disclosures required to be made in relation to the Borrower under Regulation FD or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and (iivii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (includingsuch additional information regarding the financial position, without limitationresults of operations, business or prospects of the amount of Accrued Funding not applied during any prior fiscal period)Borrower and its Subsidiaries and OSG and its Subsidiaries as the Lender may reasonably request.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) will furnish to the Bank the following financial and other information at the times indicated below: (a) a Borrowing Base Certificate certified by the Senior Financial Officer of the Borrower or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto as at the end of each month, by no later than the thirtieth (30th) day after the end of such month, containing (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable of the Companies; (b) the Interim Financial Statements on a consolidated basis byLenders: (i) the forty-fifth (45th) day as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the first three quarters of each fiscal year of the Borrower, the Consolidated financial statements with respect to such fiscal quarter of the Borrower and its Subsidiaries, including all notes thereto, which statements shall include a balance sheet and a statement of equity as of the end of such quarter and a statement of earnings and a statement of cash flows for such quarter, in each Fiscal Yearcase setting forth in comparative form the corresponding figures from the corresponding quarter in the previous fiscal year, other than all prepared in conformity with GAAP and accompanied by a certificate of a senior financial officer of the fourth Fiscal Quarter; andBorrower, which certificate shall state that such financial statements present fairly, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as of the date thereof and the Consolidated results of their operations and cash flows for the period covered thereby in conformity with GAAP, consistently applied (subject to normal year-end audit adjustments); (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter as soon as available and in each Fiscal Year, accompanied by, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day any event within 120 days after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow fiscal year of the Borrower; (d) by , the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) annual Consolidated financial statements with respect to Thinkwrap on such fiscal year of the Borrower and its Subsidiaries, including all notes thereto, which statements shall include a review engagement basis; balance sheet and a statement of equity as of the end of such fiscal year and a statement of earnings and a statement of cash flows for such fiscal year, all setting forth in comparative form the corresponding figures from the previous fiscal year, all prepared in conformity with GAAP and accompanied by an unqualified report and opinion of independent certified public accountants with an accounting firm of national standing and reputation, which shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as of the date 364-Day Credit Agreement 45 -41- thereof and the results of its operations and cash flows for the period covered thereby in conformity with GAAP, consistently applied; (iii) management prepared as soon as possible and in any event within five Business Days after the Borrower obtains actual knowledge of the occurrence of any Event of Default or Default continuing on the date of such statement, a statement of a Responsible Officer setting forth details of such Event of Default or Default and the action which the Borrower has taken and proposes to take with respect thereto; (iv) within a reasonable time after filing thereof, copies of all registration statements (without exhibits) and all annual, quarterly and monthly reports (if any) filed by the Borrower with the Securities and Exchange Commission and promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed; (v) promptly after the Borrower or any ERISA Affiliate knows or should reasonably know that any ERISA Event has occurred with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect which the liability or potential liability of the BorrowerBorrower or any of its ERISA Affiliates exceeds or could reasonably be expected to exceed $10,000,000, Thinkwrap a statement of a Responsible Officer describing such ERISA Event and Spark Redthe action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (fvi) not less than thirty (30) days prior to promptly after receipt thereof by the payment Borrower or any ERISA Affiliate, copies of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid each notice from the proceeds from an Advance under Facility C), the Borrower shall deliver PBGC stating its intention to the Bank terminate any Plan or to have a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after trustee appointed to administer any Plan where such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C)action would have a Material Adverse Effect; (gvii) not less than bi-weeklypromptly after filing with the applicable Insurance Regulatory Authority and in any event within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of MONY Life and each Insurance Subsidiary, provide the Bank with an update (whether orally or in writing) as to the most recent status quarterly Statutory Statement of any Equity Issuance, together with MONY Life and such supporting information or documentation reasonably required by the Bank; andInsurance Subsidiary for such quarterly fiscal period; (hviii) promptly after filing with the applicable Insurance Regulatory Authority and in any event within 100 days after the end of each fiscal year of MONY Life and each Insurance Subsidiary, the annual Statutory Statement of MONY Life and such additional information and documents as the Bank may reasonably require from time to time Insurance Subsidiary (including, without limitation, management's discussion and analysis) for such year; 364-Day Credit Agreement (ix) promptly after the amount Borrower or MONY Life receives the results of Accrued Funding not applied during each examination by the New York State Examiners of the financial condition and operations of the Borrower and/or any prior of its Subsidiaries, a copy thereof; (x) promptly upon the occurrence of any change in the Mood▇'▇ ▇▇▇ing or the Standard & Poor's Rating, notice thereof; and (xi) promptly after request therefor, such other business and financial information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request. The Borrower will furnish to the Lenders (a) at the time it furnishes its financial statements pursuant to paragraphs (i) and (ii) above, a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating that the Borrower is in compliance with Section 5.02(e) and (b) at the time MONY Life furnishes its Statutory Statements pursuant to paragraphs (vii) and (viii) above, a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating that the Borrower is in compliance with Section 5.02(f) as of the end of the applicable quarterly fiscal period).

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished, to the Bank Administrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following financial and other information at the times indicated belowfollowing: (ai) a Borrowing Base Certificate certified by promptly after becoming aware of the Senior Financial occurrence of any Event of Default with respect to such Borrower continuing on the date of such statement, the statement of an Authorized Officer of such Borrower setting forth details of such Event of Default and the Borrower action that such ▇▇▇▇▇▇▇▇ has taken or other senior officer proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the close of each of the first three quarters in each fiscal year of such Borrower, consolidated balance sheets of such Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each month, by no later than such quarter and consolidated statements of income of such Borrower and its Subsidiaries for the thirtieth (30th) day after period commencing at the end of the previous fiscal year and ending with the end of such monthquarter, containing (i) an aged summary fairly presenting in all material respects the financial condition of Accounts including domicile such Borrower and its Subsidiaries as at such date and the results of account debtors, intercompany accounts, doubtful accounts, accounts operations of such Borrower and its Subsidiaries for such period and setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable corresponding figures for the corresponding period of the Companiespreceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments and the exclusion of detailed footnotes) by the chief financial officer, treasurer, assistant treasurer or controller of such Borrower as having been prepared in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes); (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 105 days after the end of each Fiscal Quarter fiscal year of such Borrower, a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing as fairly presenting, in all material respects, the financial position of such Borrower and its Subsidiaries as at the end of such year and the results of their operations and their cash flows for the three-year period (or, if such Borrower is not then required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the two-year period) ending as at the end of such year in conformity with GAAP; (iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer, treasurer, assistant treasurer or controller of such ▇▇▇▇▇▇▇▇ (A) stating whether such Borrower has any knowledge of the occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the applicable ratio or, in the case of FE, ratios contemplated by Section 5.02, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the applicable financial covenant or, in the case of FE, covenants contained in Section 5.02; (v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K, if any, that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event within 20 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably likely to occur, that would reasonably be expected to result in liability exceeding $100,000,000 to such Borrower or such member of the Controlled Group, a statement of the chief financial officer of such Borrower describing such Termination Event and the action, if any, that such Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto; (vii) promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Department of Labor, copies of each Fiscal YearSchedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (viii) promptly upon request and in any event within five Business Days after receipt thereof by such Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, other than a copy of each notice received by such Borrower or such member of the fourth Fiscal QuarterControlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (ix) promptly and in any event within five Business Days (or one Business Day, if such change would require a prepayment under Section 2.12(b)(iv)) after ▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of such change; (A) promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence, and (B) promptly after any Borrower becomes aware of any change in the information provided in a Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, a written notice specifying any such change; and (iixi) (A) such other information respecting the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Yearcondition or operations, accompanied byfinancial or otherwise, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial StatementsBorrower or any of its Subsidiaries, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the amount SEC or any national securities exchange, as the Administrative Agent, any Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request and (B) within ten (10) Business Days of Accrued Funding any request therefor, any information (other than such information that the Borrowers reasonably deem to be confidential or to be subject to attorney-client privilege; provided that the Borrowers agree to use commercially reasonable efforts to obtain any required third-party consent to the disclosure of such information, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders, as applicable) regarding the Borrowers’ compliance with the DPA or concerning any of the matters described therein, as the Administrative Agent and/or the Majority Lenders may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the date specified for delivery of same under paragraph (ii), (iii) or (v), as applicable, above. If any financial statements or report described in paragraph (ii) or (iii) above is due on a date that is not applied during any prior fiscal period)a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish, or cause to be furnished, to the Bank Administrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following financial and other information at the times indicated belowfollowing: (ai) a Borrowing Base Certificate certified by promptly after becoming aware of the Senior Financial occurrence of any Event of Default with respect to such Borrower continuing on the date of such statement, the statement of an Authorized Officer of such Borrower setting forth details of such Event of Default and the action that such Borrower has taken or other senior officer proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days after the close of each of the first three quarters in each fiscal year of such Borrower, consolidated balance sheets of such Borrower acceptable to the Bank in the form of Exhibit “F” attached hereto and its Subsidiaries as at the end of each month, by no later than such quarter and consolidated statements of income of such Borrower and its Subsidiaries for the thirtieth (30th) day after period commencing at the end of the previous fiscal year and ending with the end of such monthquarter, containing (i) an aged summary fairly presenting in all material respects the financial condition of Accounts including domicile such Borrower and its Subsidiaries as at such date and the results of account debtors, intercompany accounts, doubtful accounts, accounts operations of such Borrower and its Subsidiaries for such period and setting forth in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at each case in comparative form the report date; and (ii) an aged summary of accounts payable corresponding figures for the corresponding period of the Companiespreceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments and the exclusion of detailed footnotes) by the chief financial officer, treasurer, assistant treasurer or controller of such Borrower as having been prepared in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes); (biii) the Interim Financial Statements on a consolidated basis by: (i) the forty-fifth (45th) day as soon as available and in any event within 105 days after the end of each Fiscal Quarter fiscal year of such Borrower, a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing as fairly presenting, in all material respects, the financial position of such Borrower and its Subsidiaries as at the end of such year and the results of their operations and their cash flows for the three-year period (or, if such Borrower is not then 744162621 required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the two-year period) ending as at the end of such year in conformity with GAAP; (iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer, treasurer, assistant treasurer or controller of such Borrower (A) stating whether such Borrower has any knowledge of the occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratio contemplated by Section 5.02, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenant contained in Section 5.02; (v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K, if any, that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event within 20 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably likely to occur, that would reasonably be expected to result in liability exceeding $100,000,000 to such Borrower or such member of the Controlled Group, a statement of the chief financial officer of such Borrower describing such Termination Event and the action, if any, that such Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto; (vii) promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Department of Labor, copies of each Fiscal YearSchedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (viii) promptly upon request and in any event within five Business Days after receipt thereof by such Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, other than a copy of each notice received by such Borrower or such member of the fourth Fiscal QuarterControlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (ix) promptly and in any event within five Business Days (or one Business Day, if such change would require a prepayment under Section 2.12(b)(iv)) after ▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of such change; (A) promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence, and (B) promptly after any Borrower becomes aware of 744162621 any change in the information provided in a Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, a written notice specifying any such change; and (iixi) such other information respecting the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Yearcondition or operations, accompanied byfinancial or otherwise, in each case, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial StatementsBorrower or any of its Subsidiaries, accompanied by an unqualified opinion of the Borrower’s auditor with respect thereto, a copy of such auditor’s letter to management and related management discussion and analysis, by the one hundred and twentieth (120th) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect of such Fiscal Year and shall include an analysis of any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one hundred and twentieth (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30) days prior to the payment of any Earn-out (for greater certainty, regardless of whether or not such Earn-out is to be paid from the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C); (g) not less than bi-weekly, provide the Bank with an update (whether orally or in writing) as to the most recent status of any Equity Issuance, together with such supporting information or documentation reasonably required by the Bank; and (h) such additional information and documents as the Bank may reasonably require from time to time (including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the amount SEC or any national securities exchange, as the Administrative Agent, any Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the date specified for delivery of Accrued Funding same under paragraph (ii), (iii) or (v), as applicable, above. If any financial statements or report described in paragraph (ii) or (iii) above is due on a date that is not applied during any prior fiscal period)a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day.

Reporting Requirements. The Borrower shall deliver (in accordance with Section 13.08) Furnish to the Bank the following financial and other information at the times indicated below:Administrative Agent for delivery to each Lender (which may be delivered via posting on Intralinks or another similar electronic platform): (ai) a Borrowing Base Certificate certified by as soon as available and in any event on the Senior Financial Officer earlier of (x) fifty (50) days after the end of each of the Borrower or other senior officer first three Fiscal Quarters in each fiscal year of Rayonier and (y) the date such financial statements are filed with the SEC, unaudited Consolidated balance sheets of Rayonier and its Subsidiaries as of the Borrower acceptable to end of such quarter and Consolidated statements of income and cash flows of Rayonier and its Subsidiaries for the Bank in the form of Exhibit “F” attached hereto as period commencing at the end of the CHAR1\1713543v7 previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of Rayonier as having been prepared in accordance with GAAP (subject to year-end audit adjustments and absence of footnotes); (ii) as soon as available and in any event on the earlier of (x) ninety (90) days after the end of each monthfiscal year of Rayonier and (y) the date such financial statements are filed with the SEC, a copy of the annual audit report for such year for Rayonier and its Subsidiaries, containing Consolidated balance sheets of Rayonier and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of Rayonier and its Subsidiaries for such fiscal year, in each case accompanied by no later than an opinion by a nationally recognized firm of independent public accountants, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the thirtieth scope of such audit not acceptable to the Required Lenders; (30thiii) day on the earlier of (x) the date that is five Business Days after the financial statements required under clause (i) or (ii) above, as applicable, are filed with the SEC and (y)(A) in the case of the financial statements required under clause (i) above, 50 days after the end of such monthFiscal Quarter and (B) in the case of the financial statements required under clause (ii) above, containing 90 days after the end of such fiscal year, the financial statements required to be delivered in accordance with clauses (i) an aged summary of Accounts including domicile of account debtors, intercompany accounts, doubtful accounts, accounts in dispute, contra accounts, holdbacks and any deposits received from account debtors which remain outstanding at the report date; and (ii) an aged summary of accounts payable above, a certificate of the Companies; chief financial officer of Rayonier (bA) the Interim Financial Statements on stating that no Default has occurred and is continuing or, if a consolidated basis by: (i) the forty-fifth (45th) day after the end of each Fiscal Quarter in each Fiscal Year, other than the fourth Fiscal Quarter; and (ii) the sixtieth (60th) day after the end of the fourth Fiscal Quarter in each Fiscal Year, accompanied by, in each caseDefault has occurred and is continuing, a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable statement as to the Bank in nature thereof and the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios action that Rayonier and amounts set out in Section 9.03 herein in respect of such Fiscal Quarter (including all supporting calculations); (c) the annual Year-end Financial Statements, accompanied by an unqualified opinion of the Borrower’s auditor its Subsidiaries have taken and propose to take with respect thereto, (B) attaching a copy schedule in form and detail reasonably satisfactory to the Administrative Agent of the computations used by Rayonier in determining compliance with the covenants contained in Section 5.04 and (C) setting forth (x) the amount of any proceeds of Timberlands and/or Timber that the applicable seller of such auditor’s letter Timberlands and/or Timber is designating as attributable to management “higher and related management discussion and analysisbetter use lands” or otherwise as lands that are non-strategic to the Borrowers’ core business, by (y) the one amount of any proceeds of Timberlands and/or Timber the applicable seller intends to reinvest in Timberlands and/or Timber within three hundred and twentieth sixty-five (120th365) day after the end of each Fiscal Year accompanied by a Compliance Certificate certified by the Senior Financial Officer or other senior officer of the Borrower acceptable to the Bank in the form of Exhibit “E” attached hereto which shall evidence compliance with all financial ratios and amounts set out in Section 9.03 (including supporting calculations) herein in respect days following receipt of such Fiscal Year proceeds and shall include an analysis of (z) any material variances in the Borrower’s financial results in such Fiscal Year from the projections contained in the Borrower’s most recent Annual Business Plan presented to the Bank and the calculation of Excess Cash Flow of the Borrower; (d) by the sixtieth (60th) day after the start of each Fiscal Year business plan for the Companies on a consolidated basis in respect of such Fiscal Year prepared in accordance with GAAP, which shall disclose all material assumptions utilized and shall include the following items: balance sheet, income statement, cashflow statement, Capital Expenditures, operating leases and tax liabilities (an “Annual Business Plan”); (e) by the one investments made within three hundred and twentieth sixty-five (120th) day from the Closing Date, for the Fiscal Year ended December 31, 2017: (i) the Year-end Financial Statements; (ii) financial statements with respect to Thinkwrap on a review engagement basis; (iii) management prepared financial statements with respect to Spark Red; and (iv) a consolidated income statement and balance sheet in respect of the Borrower, Thinkwrap and Spark Red; (f) not less than thirty (30365) days prior to the payment receipt of any Earn-out proceeds of Timberlands and/or Timber to which the applicable seller intends to have proceeds apply as a deduction to Net Consideration; (for greater certaintyiv) promptly after any Responsible Officer of any Borrower becomes aware of, regardless and in any event within five (5) Business Days after becoming aware of, each Default, continuing on the date of whether such statement, a statement of the chief financial officer of Rayonier setting forth details of such Default and the action that Rayonier has taken and proposes to take with respect thereto; CHAR1\1713543v7 (v) promptly after the sending or not filing thereof, copies of all reports that any Borrower sends to any of the holders of public securities, and copies of all reports and registration statements that any Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; (vi) promptly after any Responsible Officer of any Borrower becomes aware of the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting such Earn-out is to be paid from Borrower or any of its Subsidiaries of the proceeds from an Advance under Facility C), the Borrower shall deliver to the Bank a Compliance Certificate which shall evidence compliance with all financial covenants contained type described in Section 9.03 both immediately before and for the Fiscal Year immediately after such payment (for greater certainty, such pro forma compliance with such financial covenants shall be calculated after giving effect to the changes to Funded Debt resulting from any Advance under Facility C4.01(g); (gvii) not less than bi-weeklypromptly and in any event within ten (10) Business Days after any Responsible Officer knows or has reason to know (i.e., provide is on due “inquiry” notice) that any ERISA Event has occurred that could reasonably be expected to have a Material Adverse Effect, a statement of the Bank chief financial officer of Rayonier describing such ERISA Event and the action, if any, that Rayonier and/or its applicable ERISA Affiliates have taken and/or propose to take with an update respect thereto; (viii) promptly and in any event within five (5) Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates, of copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any such Plan if such termination could reasonably be expected to have a Material Adverse Effect; (ix) upon the request of the Administrative Agent after the filing thereof with the Internal Revenue Service, copies of each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (x) promptly and in any event within five (5) Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice concerning (x) the imposition of Withdrawal Liability by any such Multiemployer Plan, (y) the reorganization, insolvency or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or a determination that a Multiemployer Plan is “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA, or (z) the amount of liability incurred, but in each case, only to the extent that a Material Adverse Effect could reasonably be expected to occur as a result of any event or events described in clauses (x), (y) or (z), whether orally individually or in writingthe aggregate; (xi) as soon as practical and in any event promptly after the receipt thereof by any Borrower, copies of all written claims, complaints, notices or inquiries relating to compliance by such Borrower or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be likely to have a Material Adverse Effect or could reasonably be likely to (x) form the most recent status basis of an Environmental Action against such Borrower or any Equity Issuanceof its Subsidiaries CHAR1\1713543v7 or such property that could reasonably be likely to have a Material Adverse Effect, together or (y) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be likely to have a Material Adverse Effect; (xii) promptly such other information and data with such supporting documentation and other information or documentation reasonably required by the Bank; and (h) such additional information bank regulatory authorities under applicable “know your customer” and documents as the Bank may reasonably require from time to time Anti-Money Laundering rules and regulations (including, without limitation, the amount USA PATRIOT Act), including, without limitation, evidence satisfactory to the Administrative Agent of Accrued Funding not applied during the listing of Capital Stock of Rayonier on the New York Stock Exchange (or other nationally recognized securities exchange); (xiii) upon the reasonable request of the Administrative Agent or any prior fiscal periodLender, an update, if applicable, to the list of beneficial owners identified in parts (c) or (d) of any Beneficial Ownership Certification; and (xiv) such other information respecting the condition or operations, financial or otherwise, of any Borrower or any of its Subsidiaries as any Lender or Issuing Bank, in each case, through the Administrative Agent may from time to time reasonably request. Information required to be delivered pursuant to this Section 5.01(k) shall be deemed to have been delivered to the Lenders when it has been delivered to the Administrative Agent. Notwithstanding any of the foregoing, at any time when Rayonier is subject to the reporting requirements of Section 13(a)(2) of the Securities Exchange Act of 1934, Rayonier shall be deemed to have complied with the requirements of clauses (i), (ii), (v) and (vi) above, if Rayonier shall include such information in timely filings made with the SEC by Rayonier.