Common use of Accounting Records; Reports Clause in Contracts

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts and records in accordance with the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each of the Regulated Parties shall maintain adequate books and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in section 4.5; and furnish to the Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Agent: (a) with jurisdiction. Without limiting Within 45 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books first three quarters of each fiscal year of the Company (i) consolidated and records with respect to consolidating balance sheets of the Company and all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each Subsidiaries as of the Regulated Parties shall submit to close of such quarter and of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated and consolidating statements of income and surplus of the Company and all of its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated and consolidating financial statements of the Company and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Required Banks, which audit report shall pertain be accompanied by an opinion of such accountants, in form reasonably satisfactory to the period ending December 31 Required Banks, to the effect that the same fairly present the financial condition of the year in which this Agreement is effectiveCompany and its Subsidiaries and the results of its and their operations as of the relevant dates thereof; and (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and (d) Promptly, and in any event within 10 days after an officer of the Company has actual knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default hereunder, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in section 4.9; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Company and its Subsidiaries taken as a whole; and (i) Promptly, and in any event within 30 days, after an officer of the Company acquires actual knowledge that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company. The financial statements referred to in (a) and (b) above shall be due on or before July 1 accompanied by a certificate by the chief financial officer of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing Company demonstrating compliance with the provisions covenants in section 6.1 during the relevant period and stating that, as of this Agreement requiring charges at the fair market value and to analyze close of the market price last period covered in such financial statements, no condition or event had occurred which constitutes a Default hereunder or which, after notice or lapse of services providedtime or both, would constitute a Default hereunder (or if there was such a condition or event, specifying the same). The study audit report referred to in (b) above shall include Services provided between be accompanied by a Regulated Party and certificate by the accountants who prepared the audit report, as of the date of such audit report, stating that in the course of their audit, nothing has come to their attention suggesting that a Non-Regulated Party at costcondition or event has occurred which constitutes a Default hereunder or which, after notice or lapse of time or both, would constitute a Default hereunder (or if there was such a condition or event, specifying the same); but such accountants shall not be liable for any failure to obtain knowledge of any such condition or event. The study Agent shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs promptly furnish to each of the availability Banks (i) copies of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain certificates delivered to the period ending December 31, 2017Agent pursuant to this paragraph, and shall be due on (ii) copies of any statements delivered to the Agent pursuant to section 6.6(d) or before May 1, 2018(e) above.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts and records in accordance with the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each of the Regulated Parties shall maintain adequate books and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBSIntegrys SupportW BS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 20172011,2 017, and shall be due on or before May 1, 20182012.2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts and records in accordance with the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each of the Regulated Parties shall maintain adequate books and records with respect to all of its transactions under this ITF Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this ITF Agreement properly and consistently in accordance with the terms and provisions of this ITF Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports reports, if any Services are provided, showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports reports, if any Services are provided, showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. Such reports may be combined with similar reports required by other affiliated interest agreements to which one or more of the Parties is a party. 4.3 Every year there shall be an internal audit of transactions under this ITF Agreement for the purpose of testing compliance with the this ITF Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and combined with similar audits required by other affiliated interest service agreementsagreements to which one or more of the Parties is a party. The internal audit shall include, but not be limited to, the following: , if and to the extent transactions occurred under this ITF Agreement: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, ITF are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the this ITF Agreement during the year. The Regulated Parties shall submit a copy of the audit report to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this ITF Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this ITF Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party ITF at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 20172012, and shall be due on or before May 1, 20182013.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in Section 5.05; and records with respect furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish to the Lender: (a) Within 45 days after the end of each fiscal quarter of the Company (i) consolidated balance sheet of the Company and all of its transactions under this Agreement consolidated Subsidiaries as of the close of such quarter and shall record of the costs to be allocated to any Party hereunder comparable quarter in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently preceding fiscal year (prepared in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar yearGAAP); and (ii) billing reports showing consolidated statements of income and cash flow of the Company and all of its payments, as a Receiving Party, consolidated Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for -end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement chief financial officer, treasurer or may be an audit other responsible officer of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy last day of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the person or department designated Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and (c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the Commissions responsible financial officer of VAST LLC; and (d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and (e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and (f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and (g) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the Commissions’ staffs no giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and (i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and (i) No later than July 1 30 days after the end of each audit fiscal year, a copy of the Company’s operating budget for the current fiscal year. The first such audit report financial statements referred to in Section 7.06 (a) and (b) above shall pertain to be accompanied by a certificate by the period ending December 31 chief financial officer of the year in which this Agreement is effectiveCompany showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, and shall be due on or before July 1 as of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject close of the auditlast period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same). 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(s) with jurisdiction. Without limiting financial statements referred to in section 4.5; and furnish to the foregoingAgent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Agent: Within 45 days after the end of each of the Regulated Parties shall maintain adequate books first three quarters of each fiscal year of the Company (i) consolidated balance sheets of the Company and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each Subsidiaries as of the Regulated Parties shall submit to close of such quarter and of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated statements of income and cash flow of the Company and all of its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of transactions under this Agreement the Company. Delivery by the Company of its quarterly report to the Securities and Exchange Commission on Form 10-Q for the purpose relevant period will meet the financial information requirement of testing compliance with this section 6.6(a). As soon as available, and in any event within 90 days after the Agreement. Such audit may be either a discrete audit solely close of Services under this Agreement or may be an audit each fiscal year of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall includeCompany, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Required Banks, which audit report shall pertain be accompanied by an opinion of such accountants, in form reasonably satisfactory to the period ending December 31 Required Banks, to the effect that the same fairly present the financial condition of the year in which Company and its Subsidiaries and the results of its and their operations as of the relevant dates thereof. Delivery by the Company of its annual report to the Securities and Exchange Commission on Form 10-K for the relevant period will meet the financial information requirement of this Agreement is effectivesection 6.6(b). As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange. Promptly, and shall be due on or before July 1 in any event within 10 days after an officer of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject Company has actual knowledge thereof a statement of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study chief financial officer of the cost Company describing any Default or Event of Services provided hereunder for the purpose Default hereunder, or any other event which, either of testing compliance itself or with the provisions lapse of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions time or the Commissions’ staffs giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, together with a statement of the availability of actions which the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain Company proposes to the period ending December 31, 2017, and shall be due on or before May 1, 2018take with respect thereto.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts and records Maintain or cause to be maintained a system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in Section 5.04 and records with respect furnish to all of its transactions under this Agreement the Lender such information respecting the business, assets and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each financial condition of the Regulated Parties shall submit Borrower as the Lender may reasonably request and furnish to the person or department designated by its Commission or its Commission’s staff: Lender at the times specified below: (a) Within 45 days of June 30th and December 31st of each year (i) billing reports showing its charges, a balance sheet of the Borrower as a Providing Party, to any Receiving Party to which it provided Services hereunder during of the close of such Fiscal Quarter and of the comparable Fiscal Quarter in the preceding calendar yearFiscal Year; and (ii) billing reports showing its payments, statement of income of the Company for such Fiscal Quarter and for that part of the Fiscal Year ending with such Fiscal Quarter and for the corresponding periods of the preceding Fiscal Year; all in reasonable detail and certified as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit fair presentation in all material respects of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy financial condition of the derivations Borrower and the results of costs billed its operations as of the relevant dates thereof (without footnotes and subject to audit and normal year-end adjustments) by a Financial Officer of the Providing PartiesCompany; 2and (b) Within sixty (60) days after the determination that close of each Fiscal Year of the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueBorrower, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying financial statements of the Borrower, as prepared by independent public accountants of recognized national or regional standing (or otherwise reasonably satisfactory to the person or department designated Lender) selected by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Borrower, which audit report shall pertain be accompanied by an opinion of such accountants to the period ending December 31 effect that the same fairly present in all material respects the financial condition of the year Borrower and the results of its operations as of the relevant dates thereof; and (c) On the 15th (or the immediately preceding Business Day) and last Business Day of each calendar month, a calculation of the Borrowing Base as of a date three (3) Business Days prior to delivery, in the form of Exhibit 7.08(C) attached hereto (each a “Borrowing Base Certificate”), certified by the chief financial officer or similar representative of the Borrower; and (d) Within sixty (60) days following the end of each of the Borrower’s first and third Fiscal Quarters, a copy of Form N-Q filed with the Securities and Exchange Commission for such quarter; and (e) Within five (5) Business Days of the furnishing thereof, copies of any statement or report furnished to any other holder of material Indebtedness of Borrower (solely in its capacity as such) not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.08; and (f) Within two (2) Business Days of receipt, copies of any material notices (including notices of default or acceleration) received from any holder of material Indebtedness of Borrower (solely in its capacity as such); and (g) Within five (5) Business Days, after the Borrower has knowledge thereof a statement of the chief financial officer or similar representative of the Borrower describing: (i) any Default hereunder; (ii) any pending litigation or litigation threatened in writing or administrative proceeding of the type described in Section 5.09; (iii) any other condition or event which would make any of the warranties contained in this Agreement is effectiveincomplete or inaccurate in any material respect; and (iv) any fact or circumstance which could reasonably be expected to result in a Material Adverse Change; and (h) Within fifteen (15) days of any material modification to the Borrower’s credit guidelines, Borrower shall provide notice thereof and shall be due on or before July 1 a copy of the following yearapplicable documents. Subsequent audit reports The financial statements referred to in subsections 7.08(a) and (b) above shall each be due July 1 following accompanied by a certificate by the calendar year that is the subject chief financial officer or similar representative of the audit. 4.4 Every third yearBorrower showing computations, on substantially in the form of Exhibit 7.08 attached hereto, demonstrating compliance or before May 1non-compliance with Section 7.03 and stating that, the Parties shall conduct a new study as of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs close of the availability last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default hereunder (or if there was such a condition or event, specifying the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018same).

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in Section 5.05; and records with respect furnish to all Lender such information respecting the business, assets and financial condition of Borrower and its transactions under this Agreement and shall record Subsidiaries as Lender may reasonably request and, without request, furnish to Lender: (a) Within 45 days after the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall end of each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions fiscal quarter of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: Borrower (i) billing reports showing consolidated balance sheets of Borrower and its charges, Subsidiaries as a Providing Party, to any Receiving Party to which it provided Services hereunder during of the close of such quarter and of the comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated statements of income and cash flow of Borrower and its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to the absence of footnotes, and audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Borrower and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed accompanied by the Providing Partiescompliance certificate required pursuant to clause (l) of this Section 7.06; 2and (b) As soon as available, and in any event within 120 days after the determination that the costs billed to the Regulated Parties are priced at the lesser close of cost or fair market valueeach fiscal year of Borrower, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of Borrower and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by Borrower and satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Lender, which audit report shall pertain be accompanied by an opinion of such accountants, in form satisfactory to Lender, to the period ending December 31 effect that the same fairly present in all material respects the financial condition of Borrower and its Subsidiaries and the results of its and their operations as of the year relevant dates thereof and covered thereby; and, when available, copies of any management letters issued by such accountants in connection with any such audit and the compliance certificate required pursuant to clause (l) of this Section 7.06; and (c) Within 30 days after each month-end during which any Revolving Loan is outstanding (for the avoidance of doubt, the deliveries required by this Agreement clause (c) shall not be required at any time when Letters of Credit, but no Revolving Loans, are outstanding) if , (i) a Borrowing Base Certificate as of the last day of such month, certified by the chief financial officer of Borrower, (ii) a true and correct schedule of Borrower’s accounts receivable as of the last day of such month, stating the debtor’s name and amount owed, whether the debtor is effectiveforeign or domestic, and the age of all accounts receivable by invoice date and debtor and a reconciliation of collateral; and, (iii) a true and correct schedule of Borrower’s accounts payable as of the last day of such month, stating the creditor’s name and amount owed, and age of all accounts payable by invoice date, and (iv) such additional documentation as Lender may reasonably request; provided, that Lender may require Borrower to deliver Borrowing Base Certificates more frequently if an Event of Default has occurred and is continuing; and (d) Within 60 days after the end of each fiscal year-end, financial projections of Borrower and its Subsidiaries for the current fiscal year, including a quarterly income statement and balance sheet detail; and (e) Within 45 days after the end of each fiscal quarter of Borrower, true and correct schedule of Borrower’s accounts receivable as of the last day of such quarter, stating the debtor’s name and amount owed, and the age of all accounts receivable by invoice date and debtor and a reconciliation of collateral; and (f) Within 45 days after the end of each fiscal quarter of Borrower, brokerage statements with respect to any brokerage accounts which have been included in the calculation of Liquidity and which are not held at Lender; and (g) Upon the request of Lender, annual contract value estimates; and (h) Promptly, and in any event with 10 days after Borrower becomes aware thereof, notice of any cancellation or other material change in insurance coverage; and (i) Promptly, and in any event within 5 days, after Borrower has knowledge thereof a statement of the chief financial officer of Borrower describing: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default hereunder or receipt of a notice of default under any other material agreement to which Borrower or any Subsidiary is a party, together with a statement of the actions which Borrower proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; and (iii) any fact or circumstance which could reasonably be expected to cause a Material Adverse Change; and (i) Promptly, and in any event within 5 days, after Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of Borrower setting forth details as to such Reportable Event and the action which Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to Borrower, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) Borrower, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by Borrower; and (k) As soon as available, copies of all reports or materials submitted or distributed to shareholders of Borrower or filed with the SEC and any material reports or materials distributed to any other governmental agency having regulatory authority over Borrower or any Subsidiary or with any national securities exchange, exclusive of customer or routine filings with tax authorities, provided that such reports or materials shall be due deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall upon request provide to Lender by electronic mail electronic versions (i.e., soft copies or before July 1 links to access such documents) of such documents; and (l) Promptly upon receipt, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a circumstance or condition which requires or may require a financial contribution by Borrower or any Subsidiary or a cleanup, removal, remedial action, or other response by or on the part of Borrower or any Subsidiary under Environmental Laws or which seeks damages or civil, criminal or punitive penalties from Borrower or any Subsidiary for an alleged violation of Environmental Laws; and (m) Together with the financial statements referred to in (a) and (b) above, a certificate by the chief financial officer of Borrower showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject close of the auditlast period covered in such financial statements, no condition or event had occurred which constitutes a default hereunder or which, after notice or lapse of time or both, would constitute a default hereunder (or if there was such a condition or event, specifying the same). 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each Maintain a standard and modern system of the Regulated Parties shall keep all its accounts and records accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods, and furnish to the relevant requirements promulgated by Bank: (a) Within fifteen (15) days after the Commission(send of each month, as of the last day of the preceding month, aging and summary reports of Borrower's and the Guarantor's accounts receivable and payables in such form and detail as the Bank may request; (b) with jurisdiction. Without limiting Within forty five (45) days after the foregoing, end of each of the Regulated Parties shall maintain adequate books and records with respect to all first eleven (11) months of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1fiscal year, each a balance sheet of the Regulated Parties shall submit to Guarantor (on a consolidated basis) as of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during close of each such month and of the comparable month in the preceding calendar fiscal year; , and statements of income and surplus of the Guarantor (iion a consolidated basis) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during each such month and for that part of the fiscal year ending with each such month and for the corresponding period of the preceding calendar fiscal year. 4.3 Every year there shall be an internal , all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Guarantor; (c) As soon as is available and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within ninety (90) days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueGuarantor, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying financial statements of the Guarantor (on a consolidated basis), as prepared by independent certified public accountants of recognized standing selected by the Guarantor and acceptable to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in Bank, which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following accompanied by an unqualified opinion of such accountants, in form satisfactory to the calendar year Bank, to the effect that is the subject financial statements fairly present the financial condition of the auditGuarantor (on a consolidated basis) and the results of its operations as of the relevant dates, and each such financial statement shall be accompanied by a certification by the public accountants that there exists no Event of Default or other action, condition or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default under this Agreement, or if such condition does exist, stating the nature thereof and the action, if any, the Guarantor is taking to correct such condition; (i) as soon as possible and in any event within thirty (30) days after Borrower or the Guarantor knows that any Reportable Event with respect to any Plan has occurred, a statement by the chief financial officer of Borrower or the Guarantor setting forth details as to such Reportable Event and the action which Borrower or the Guarantor proposes to take with respect to the Reportable Event, together with a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation ("PBGC") if required by law, (ii) promptly after filing with the United States Secretary of Labor or the PBGC, copies of each annual report with respect to each Plan administered by Borrower or the Guarantor, if required by law, and (iii) promptly after receipt, a copy of any notices Borrower or the Guarantor may receive from the PBGC or the Internal Revenue Service with respect to any Plan administered by Borrower; provided, however, this subpart (g)(iii) shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service; (e) Within two (2) business days after filing, all Form 10K, Form 10Q, Form 8K and other reports filed with the Securities and Exchange Commission, unless the same are available to the Bank on either an SEC website or the Guarantor's website. 4.4 Every third year(f) All other reports, on or before May 1, documents and information that the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018Bank may reasonably request.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in section 3.5; and records with respect furnish to the Lender such information respecting the business, assets and financial condition of the Company as the Lender may reasonably request and, without request, furnish to the Lender: (a) Within 30 days after the end of each fiscal year of Company, a balance sheet and statements of income and cash flow of Company as of the close of such year and of the preceding fiscal year, all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently prepared in accordance with GAAP and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of Company. (b) Within 15 days after the end of each month, a balance sheet and statements of income and cash flow for such month, for the year to date and for the corresponding periods of the preceding fiscal year, all prepared in accordance with GAAP consistently applied and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of the Company. (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and (d) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of obligations of the Company pursuant to the terms of any indenture, loan or similar agreement and provisions not otherwise required to be furnished to the Lender pursuant to any other clause of this Agreement.Section 5.6; and 4.2 Each year by May 1(e) Promptly, each and in any event within 10 days, after the Company has knowledge thereof a statement of the Regulated Parties shall submit to chief financial officer of the person or department designated by its Commission or its Commission’s staffCompany describing: (i) billing reports showing its chargesany event which, as either of itself or with the lapse of time or the giving of notice or both, would constitute a Providing Party, to default hereunder or under any Receiving Party other material agreement to which it provided Services hereunder during the preceding calendar yearCompany is a party, together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 3.10; and (iiiii) billing reports showing its paymentsany fact or circumstance which is materially adverse to the property, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement financial condition or may be an audit business operations of the Services under this Agreement Company; and (f) (i) Promptly, and other affiliated interest service agreements. The internal audit shall includein any event within 30 days, but not be limited toafter the Company knows that any Reportable Event with respect to any Plan has occurred, the following: 1) the accuracy a statement of the derivations chief financial officer of costs billed by the Providing Parties; 2) Company setting forth details as to such Reportable Event and the determination that action which the costs billed Company proposes to the Regulated Parties are priced at the lesser of cost or fair market valuetake with respect thereto, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit together with a copy of the audit report any notice of such Reportable Event given to the person or department designated Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Commissions Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Commissions’ staffs no later than July 1 of each audit yearInternal Revenue Service with respect to any Plan administered by the Company. The first such audit report financial statements referred to in (a) above shall pertain to be accompanied by a certificate by the period ending December 31 chief financial officer of the year in which this Agreement is effectiveCompany that, and shall be due on or before July 1 as of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject close of the auditlast period covered in such financial statements, no condition or event had occurred which constitutes a default hereunder or which, after notice or lapse of time or both, would constitute a default hereunder (or if there was such a condition or event, specifying the same). 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in section 4.5; and furnish to the Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Agent: (a) with jurisdiction. Without limiting Within 45 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books first three quarters of each fiscal year of the Company (i) consolidated and records with respect to consolidating balance sheets of the Company and all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each Subsidiaries as of the Regulated Parties shall submit to close of such quarter and of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated and consolidating statements of income and cash flow of the Company and all of its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Company; and other affiliated interest service agreements. The internal audit shall include(b) As soon as available, but not be limited to, and in any event within 90 days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated and consolidating financial statements of the Company and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Required Banks, which audit report shall pertain be accompanied by an opinion of such accountants, in form reasonably satisfactory to the period ending December 31 Required Banks, to the effect that the same fairly present the financial condition of the year in which this Agreement is effective, Company and shall be due on or before July 1 its Subsidiaries and the results of its and their operations as of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update relevant dates thereof; and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts and records in accordance with the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each of the Regulated Parties shall maintain adequate books and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s 's staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report to the person or department designated by the Commissions or the Commissions’ ' staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ ' staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s 's offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in Section 4.5; and records with respect furnish to the Banks such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Banks: (a) Within 45 days after the end of each fiscal quarter of the Company (i) consolidated and consolidating balance sheets of the Company and all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each Subsidiaries as of the Regulated Parties shall submit to close of such quarter and of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated and consolidating statements of income and cash flow of the Company and all of its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with Chief Financial Officer or the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit Vice President-Finance of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Required Banks, which audit report shall pertain be accompanied by an opinion of such accountants, in form satisfactory to the period ending December 31 Required Banks, to the effect that the same fairly present the financial condition of the year in which Company and its Subsidiaries and the results of its and their operations as of the relevant dates thereof; and (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the SEC or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and (d) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of obligations of the Company or any Subsidiary pursuant to the terms of any indenture, loan or similar agreement and not otherwise required to be furnished to the Banks pursuant to any other clause of this Agreement is effectiveSection 6.6; and (e) Promptly, and in any event within 10 days, after Company has knowledge thereof a statement of the Chief Financial Officer or Vice President - Finance of the Company describing: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a Default hereunder or a default under any other material agreement to which the Company or any Subsidiary is a party, together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 4.10; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Company or any Subsidiary; and (f) (i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the Chief Financial Officer or Vice President - Finance of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company. The financial statements referred to in (a) and (b) above shall be due on accompanied by a certificate by the Chief Financial Officer or before July 1 Vice President - Finance of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject Company setting forth detailed computations demonstrating compliance with Section 6.1 and further stating that, as of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study close of the cost last period covered in such financial statements, no condition or event had occurred which constitutes a Default or an Event of Services provided Default hereunder for (or if there was such a condition or event, specifying the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018same).

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted accounting principles consistently applied throughout all accounting periods, and furnish to Lender: (a) borrowing base certificates (each, a “Borrowing Base Certificate”) on the last Business Day of each week (unless Excess Availability is less than $750,000, then on a daily basis). (b) sales registers, which must be provided simultaneously with each Borrowing Base Certificate. (c) Within 20 calendar days after the end of each month, as of the last day of the preceding month, aging and summary reports of Accounts and accounts payable in such form and detail as Lender may request. (d) Within 20 calendar days of each month end, a perpetual Inventory listing in such form and detail as Lender may reasonably request. (e) Within 30 calendar days after the end of each month of each fiscal year, a consolidated balance sheet of the Borrowers as of the close of each such month and of the comparable month in the preceding fiscal year, and statements of income and surplus of the Borrowers for each month and for that part of the fiscal year ending with each such month and for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of the Borrowers. (f) As soon as available and in any event within 90 calendar days after the close of each fiscal year of Borrowers, a copy of Borrowers’ consolidated detailed long-form audit report for such year and accompanying financial statements, as prepared by independent certified public accountants of recognized standing selected by the Borrowers and reasonably acceptable to Lender, together with all management letters, which report shall be accompanied by an unqualified opinion of such accountants, in form satisfactory to Lender, to the effect that the financial statements fairly present the financial condition of the Borrowers and the results of its operations as of the relevant requirements promulgated by dates. (g) Within 90 calendar days after the Commission(s) with jurisdiction. Without limiting end of each fiscal year of Borrowers, a schedule showing all insurance policies which the foregoing, each Borrowers had in force as of the Regulated Parties shall maintain adequate books end of such fiscal year, signed by an officer of the Borrowers. (1) As soon as possible and records in any event within 30 calendar days after Borrowers know that any Reportable Event with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1Plan has occurred, each a statement of the Regulated Parties shall submit chief financial officer of the Borrowers setting forth details as to such Reportable Event and the action which the Borrowers propose to take with respect to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its chargesReportable Event, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance together with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report notice of such Reportable Event given to the person Pension Benefit Guaranty Corporation, (2) promptly after the filing with the United States Secretary of Labor or department designated the Pension Benefit Guaranty Corporation, copies of each annual report with respect to each Plan administered by the Commissions Borrower, promptly after receipt, a copy of any notices the Borrowers may receive from the Pension Benefit Guaranty Corporation or the Commissions’ staffs no later than July 1 Internal Revenue Service with respect to any Plan administered by the Borrowers; provided, however, this subpart shall not apply to notices of general application promulgated by the Pension Benefit Guaranty Corporation or the Internal Revenue Service; and (4) within five Business Days of filing, copies of any filings made with the Securities and Exchange Commission, NASDAQ or any other regulatory or governmental agency. (i) At least 30 calendar days prior to the end of each audit yearfiscal year end, preliminary pro forma cash flow, profit and loss and balance sheet forecasts for the succeeding 12 month period subject to revision by Parent’s board of directors within 30 days of the fiscal year end. (j) Within each monthly financial statement delivered by Borrowers, a letter of “covenant compliance” regarding Borrowers’ obligations under this Agreement, delivered to Lender and prepared, in form and substance acceptable to Lender, signed by an officer of Borrowers. (k) Unless sooner requested by Lender, within 90 days of each fiscal year end, a listing of the names and addresses of each Borrower’s customers during the prior 12 months. (l) All other reports, documents and information that Lender may reasonably request. The first such audit report shall pertain At Lender’s request, information and reports required to be submitted to Lender by Borrowers (or Parent on behalf of Borrowers), to the period ending December 31 of the year in which this Agreement is effectiveextent practicable, shall be transmitted by electronic mail and shall be due on or before July 1 of the following yearin a record layout format designated by Lender from time to time. Subsequent audit reports All information sent by electronic mail shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated deemed an authenticated record sent by the Commissions individual and entity whose electronic mail address is provided thereon as “sender” or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018initiating party.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in Section 5.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Borrower and its Subsidiaries as the Lender may reasonably request and, without request, furnish to the Lender: (a) with jurisdiction. Without limiting As soon as available, but no more than sixty (60) days after the foregoinglast day of each fiscal quarter of the Bank Subsidiaries, copies of each of the Regulated Parties shall maintain adequate books Bank Subsidiaries' thrift financial reports or other quarterly and records with respect annual reports of condition or income furnished to all Governmental Authorities, including but not limited to the Quarterly Thrift Financial Report to the OTS and the Quarterly FHLB Credit Availability Report to the FHLB; and (b) Notice, promptly after the Borrower or any of its transactions under this Agreement and shall record the costs Subsidiaries knows, or has reason to be allocated know, of any notice or capital directive from OTS to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure of the Bank Subsidiaries indicating that it allocates does not have an amount of capital satisfying its minimum capital requirements or imposing any restrictions on such Bank Subsidiary's ability to declare and bills pay cash Distributions to the costs associated with all transactions under this Agreement properly and consistently in accordance Borrower; and (c) Contemporaneous with the terms and provisions filing of this Agreement. 4.2 Each year by May 1such report, each copies of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its chargesany audits completed by the Government National Mortgage Association, as a Providing Partythe Federal Home Loan Mortgage Corporation, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and or Federal National Mortgage Association ("FNMA"), (ii) billing Mortgage Bankers' Financial Reporting Forms (FNMA Form 1022) which the Borrower or any of its Subsidiaries shall have filed with FNMA, and (iii) all annual, quarterly, or extraordinary reports showing filed by the Borrower or any of its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance Subsidiaries with the Agreement. Such audit may be either a discrete audit solely OTS or, if applicable, the Federal Reserve System; and (d) As soon as available, and in any event within ninety (90) days after the close of Services under this Agreement or may be an audit each fiscal year of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall includeBorrower, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompany consolidated and consolidating financial statements of the Borrower and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Borrower and satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Lender, which audit report shall pertain be accompanied by an opinion of such accountants, in form satisfactory to the period ending December 31 Lender, to the effect that the same fairly present the financial condition of the year Borrower and its Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and (e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Borrower or filed with the SEC or other governmental agency having regulatory authority over the Borrower or any Subsidiary or with any national securities exchange; and (f) Promptly after the furnishing thereof, copies of any statement or report regarding the financial condition of the Borrower or any Subsidiary or notices of default given by the Borrower or any Subsidiary furnished to any other holder of obligations of the Borrower or any Subsidiary pursuant to the terms of any indenture, loan or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and (g) Promptly, and in any event within ten (10) days, after Borrower has knowledge thereof a statement of the chief financial officer of the Borrower describing: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default hereunder or under any other material agreement to which the Borrower or any Subsidiary is a party, together with a statement of the actions which the Borrower proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate; and (iv) any fact or circumstance which is effectivematerially adverse to the property, financial condition or business operations of the Borrower or any Subsidiary, including, without limitation (w) the issuance of any notice of cease-and-desist order (temporary or otherwise) or any other formal notice, complaint, suit, claim, investigation, or proceeding initiated at or by any Governmental Authority or any judgment, decree, or order of any Governmental Authority; (x) the service of notice or intention to remove from office or notice of intention to suspend from office by any Governmental Authority upon any director or officer of the Borrower or any of its Subsidiaries; (y) the issuance of a notice of termination of the status of any of the Bank Subsidiaries as an insured bank under the Federal Deposit Insurance Corporation Act, as amended, or (z) the entering into of a memorandum of understanding or formal written agreement between any Governmental Authority and the Borrower, any Subsidiary, or any director, officer, employee, or agent of the Borrower or any Subsidiary; and (i) Promptly, and in any event within thirty (30) days, after the Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Borrower setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Borrower, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Borrower, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Borrower; and (i) Promptly upon receipt, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a circumstance or condition which requires or may require a financial contribution by the Borrower or any Subsidiary or a cleanup, removal, remedial action, or other response by or on the part of the Borrower or any Subsidiary under Environmental Laws or which seeks damages or civil, criminal or punitive penalties from the Borrower or any Subsidiary for an alleged violation of Environmental Laws; and (j) The financial statements referred to in (a) and (d) above shall be due on or before July 1 accompanied by a certificate by the chief financial officer of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject Borrower showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study close of the cost last period covered in such financial statements, no condition or event had occurred which constitutes a default hereunder or which, after notice or lapse of Services provided time or both, would constitute a default hereunder (or if there was such a condition or event, specifying the same); and (k) Copies of annual federal tax returns for the purpose of testing compliance Borrower and the Subsidiaries within thirty (30) days after filing the same with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person Internal Revenue Service or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018successor agency.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in Section 5.05; and records with respect furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish or cause to be furnished to the Lender: (a) Within 45 days after the end of each fiscal quarter of the Companymonth (i) consolidated balance sheet of the Company and all of its transactions under this Agreement consolidated Subsidiaries as of the close of such quartermonth and shall record of the costs to be allocated to any Party hereunder comparable quartermonth in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently preceding fiscal year (prepared in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar yearGAAP); and (ii) billing reports showing consolidated statements of income and cash flow of the Company and all of its payments, as a Receiving Party, consolidated Subsidiaries for Services received from Providing Parties hereunder during such quartermonth and for that part of the fiscal year ending with such quartermonth and for the corresponding periods of the preceding calendar year. 4.3 Every fiscal year there shall be an internal (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year- end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement chief financial officer, treasurer or may be an audit other responsible officer of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy last day of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueGuarantor, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of the Guarantor and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Guarantor and satisfactory to the person Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Guarantor and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and (c) As soon as available, and in any event within 90 days after the last day of each fiscal year of ADAC, a copy of the audit report for such year and accompanying consolidated financial statements of ADAC and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by ADAC’s independent public accountants, including a copy of the opinion of such accountants regarding the presentation of such financial statements; and (d) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or department designated by Event of Default, or any other event which, either of itself or with the Commissions lapse of time or the Commissions’ staffs no giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.09; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and (e) No later than July 1 30 days after the end of each audit fiscal year, a copy of the Company’s operating budget for the current fiscal year. The first such audit report financial statements referred to in Section 7.06 (a) above shall pertain to be accompanied by a certificate by the period ending December 31 chief financial officer of the year in which this Agreement is effectiveCompany showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, and shall be due on or before July 1 as of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject close of the auditlast period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same). 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties The Group shall keep all its accounts maintain a standard and records modern system for accounting in accordance with generally accepted accounting principles consistently applied throughout all accounting periods and furnish to GMAC such information respecting its business, assets and financial condition as GMAC may reasonably request and, Borrower without request, shall furnish to GMAC: (i) as soon as available and in any event within one hundred twenty days after the close of each fiscal year of the Group, a copy of unqualified audited financial statements of the Group, in form and prepared by a Certified Public Accountant selected by Borrower and satisfactory to GMAC, to the effect that the same fairly presents the financial condition of the Group, and the results of its operations as of the relevant requirements promulgated by dates thereof; (ii) as soon as available, and in any event within thirty days after the Commission(send of each month, a consolidated financial statement for the Group to include a balance sheet and a statement of operations (income and expenses) with jurisdictionan accompanying spreadsheet showing the same information by Dealer. Without limiting Individual Dealer operating reports in the foregoing, format supplied to the vehicle manufacturer will be provided to GMAC upon request; (iii) within one hundred twenty (120) days after the end of each fiscal year of the Regulated Parties shall maintain adequate books and records Group a schedule showing all insurance policies which the Group had in force with respect to the Collateral as of the end of such fiscal year, signed by the Group; (iv) within thirty (30) days of each period beginning April 15, 1993, and every six (6) months thereafter, and more frequently upon request by GMAC, a detailed and comprehensive schedule of the disbursement, loan, transfer, deposit, investment, payment, or other direct or indirect distribution by Borrower to and amongst the Dealers of any and all of its transactions under this Agreement and proceeds from Group Loans. This provision shall record the costs not be deemed to be allocated to any Party hereunder in appropriate accounts restrict Borrower from making such disbursements, loans, etc. in its general ledger system. The Regulated Parties shall sound and absolute discretion; (v) as soon as available and in any event by August 14 of each maintain internal controls year, a report by the Borrower's certified public accountant on the results of applying procedures satisfactory to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement GMAC for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement parts and other affiliated interest service agreements. The internal audit shall accessories inventory which would include, but not be limited to, the following: 1) the accuracy : observation of physical inventories or test counts of physical inventories and a review of the derivations reconciliation to the general ledger for reasonableness at selected dealerships representing at least 50% of costs billed the Dealer's total average value of parts and accessories inventory; and an analytic review for all Dealer locations of the outstanding balance of the parts and accessories inventory, parts inventory aging by aged category and obsolescence or other reserves for the parts and accessories inventory at June 30 as compared to the prior June 30 review and December 31 audited balance. The results of a physical count of the parts and accessories inventory taken at each Dealer location by a reputable inventory service at each year-end will be audited by the Providing Parties; 2) certified public accountant and serve as the determination that basis for the costs billed to parts and accessories inventory amount stated in the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the annual certified audit report to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the auditreport. 4.4 Every third year(vi) from time to time, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value such other information as GMAC may reasonably request concerning Borrower and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018any Dealer.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system --------------------------- for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods; and furnish to the relevant requirements promulgated by Agent which shall promptly furnish to the Commission(sBanks such information respecting the business, assets and financial condition of the Company as it may reasonably request and, without request, furnish to the Agent: (a) with jurisdiction. Without limiting Within 60 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books and records with respect to all first three quarters of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each fiscal year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: Company (i) billing reports showing its charges, a balance sheet of the Company as a Providing Party, to any Receiving Party to which it provided Services hereunder during of the close of such quarter and of the preceding calendar fiscal year-end; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit statements of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit income and surplus of the Services under this Agreement Company for such quarter and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy for that part of the derivations fiscal year ending with such quarter; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by an Authorized Officer; and (b) As soon as available, and in any event within 120 days after the close of costs billed by each fiscal year of the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report opinion for such year and accompanying financial statements of the Company as audited by independent public accountants of recognized standing selected by the Company to the person effect that the same fairly present the financial condition of the Company and the results of its operations as of the relevant dates thereof; together with copies of any management letters (or department designated portions thereof) issued by such accountants in connection with such audit regarding matters which relate to or adversely effect the Company; and (c) As soon as available, copies of all reports or materials (in respect to matters which may have a material adverse effect on the business or financial condition of the Company) filed with the FCC, the Securities Exchange Commission or other governmental agency having regulatory authority over the Company or with any national securities exchange; the Company shall also deliver to the Agent a copy of all information (in respect to matters which may have a material adverse effect on the business or financial condition of the Company) sent by the Commissions Company to its joint venture partners or the Commissions’ staffs no later than July 1 limited partners of the Partnerships within ten (10) days after the date such information shall have been sent to such joint venture partners or limited partners, as the case may be; and (d) Upon request, evidence that insurance policies are in force covering all property of the Company; and (e) Promptly, and in any event within 10 days after the Company has knowledge thereof, a statement of an Authorized Officer describing: (i) in detail any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a Default or an Event of Default hereunder or under any other material agreement to which the Company is a party, the period of existence thereof together with a statement of the actions which the Company has taken or proposes to take with respect thereto; and (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 4.9; and (f) Together with the financial statements referred to in (a) and (b) above, a certificate signed on behalf of the Company by an Authorized Officer, demonstrating in reasonable detail compliance by the Company with the requirements of Sections 5.10, 5.11 and 6.1 hereof; and (g) Within 30 days after the end of each audit yearcalendar quarter, a report, in form and substance satisfactory to each of the Banks, showing with respect to the Cable Systems of the Company (individually and in the aggregate) (i) the number of Basic Subscribers at the end of such quarter and (ii) any other information reasonably requested by the Banks. (i) Promptly, and in any event within 30 days after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of an Authorized Officer setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company. The first such audit report financial statements referred to in (a) and (b) above shall pertain to be accompanied by a certificate by the period ending December 31 chief financial officer or Treasurer of JII that, as of the year in which this Agreement is effective, and shall be due on or before July 1 close of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject last period covered in such financial statements, no condition or event had occurred which constitutes an Event of the auditDefault or a Default hereunder. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each Maintain a standard and modem system of the Regulated Parties shall keep all its accounts and records accounting in accordance with GAAP, and furnish to the relevant requirements promulgated Bank: (a) Within fifteen (15) days after the end of each month, as of the last day of the preceding month, aging and summary reports of Borrower’s and each Guarantor’s accounts receivable and payables in such form and detail as the Bank may request and a Borrowing Base Report; (b) Within forty five (45) days after the end of each quarter of each fiscal year of Borrower, a balance sheet of the Reporting Group as of the close of each such quarter and of the comparable quarter in the preceding fiscal year, and statements of income and surplus of the Reporting Group for each such quarter and for that part of the fiscal year ending with each such quarter and for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the Commission(s) with jurisdiction. Without limiting the foregoing, each chief financial officer of the Regulated Parties shall maintain adequate books Borrower; (c) As soon as is available and records with respect to all in any event within one hundred twenty (120) days after the close of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each fiscal year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its chargesReporting Group, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying financial statements of the Reporting Group, as prepared by independent certified public accountants of recognized standing selected by the Borrower and reasonably acceptable to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in Bank, which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following accompanied by an unqualified opinion of such accountants, in form satisfactory to the calendar year Bank, to the effect that is the subject financial statements fairly present the financial condition of the auditReporting Group and the results of its operations as of the relevant dates, and each such financial statement shall be accompanied by a copy of any management report, letter, or similar writing furnished to any member of the Reporting Group by those accountants and a certification by the public accountants that there exists no Event of Default or other action, condition or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default under this Agreement, or if such condition does exist, stating the nature thereof and the action, if any, the Borrower is taking to correct such condition; (i) as soon as possible and in any event within thirty (30) days after Borrower or any Guarantor knows that any Reportable Event with respect to any Plan has occurred, a statement by the chief financial officer of Borrower or any Guarantor setting forth details as to such Reportable Event and the action which Borrower or the Guarantor proposes to take with respect to the Reportable Event, together with a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation (“PBGC”) if required by law, (ii) promptly after filing with the United States Secretary of Labor or the PBGC, copies of each annual report with respect to each Plan administered by Borrower or any Guarantor, if required by law, and (iii) promptly after receipt, a copy of any notices Borrower or any Guarantor may receive from the PBGC or the Internal Revenue Service with respect to any Plan administered by Borrower; provided, however, this subpart (g)(iii) shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service; (e) Within two (2) business days after filing, all Form 10K, Form 10Q, Form 8K and other reports filed with the Securities and Exchange Commission, unless the same are available to the Bank on either an SEC website or the Borrower’s website. 4.4 Every third year(f) All other reports, on documents and information that the Bank may reasonably request. (g) prompt notice of: the occurrence of any Event of Default or before May 1any event, which with notice and/or the Parties shall conduct a new study passage of time would constitute an Event of Default hereunder; any Material casualty to any of its assets; any material change in any pending litigation; and any change in the cost name, place of Services provided hereunder for the purpose business, chief executive office, state of testing compliance with the provisions incorporation or Articles of this Agreement requiring charges at the fair market value and to analyze the market price Incorporation of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person Borrower or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018any Guarantor.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in section 4.5; and furnish to the Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Agent: (a) with jurisdiction. Without limiting Within 45 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books first three quarters of each fiscal year of the Company (i) consolidated and records with respect to consolidating balance sheets of the Company and all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each Subsidiaries as of the Regulated Parties shall submit to close of such quarter and of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated and consolidating statements of income and cash flow of the Company and all of its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated and consolidating financial statements of the Company and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Required Banks, which audit report shall pertain be accompanied by an opinion of such accountants, in form reasonably satisfactory to the period ending December 31 Required Banks, to the effect that the same fairly present the financial condition of the year in which this Agreement is effectiveCompany and its Subsidiaries and the results of its and their operations as of the relevant dates thereof; and (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and (d) Promptly, and in any event within 10 days after an officer of the Company has actual knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default hereunder, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in section 4.9; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Company and its Subsidiaries taken as a whole; and (i) Promptly, and in any event within 30 days, after an officer of the Company acquires actual knowledge that any material Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company. The financial statements referred to in (a) and (b) above shall be due on or before July 1 accompanied by a certificate by the chief financial officer of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing Company demonstrating compliance with the provisions covenants in section 6.1 during the relevant period and stating that, as of this Agreement requiring charges at the fair market value and to analyze close of the market price last period covered in such financial statements, no condition or event had occurred which constitutes a Default hereunder or which, after notice or lapse of services providedtime or both, would constitute a Default hereunder (or if there was such a condition or event, specifying the same). The study audit report referred to in (b) above shall include Services provided between be accompanied by a Regulated Party and certificate by the accountants who prepared the audit report, as of the date of such audit report, stating that in the course of their audit, nothing has come to their attention suggesting that a Non-Regulated Party at costcondition or event has occurred which constitutes a Default hereunder or which, after notice or lapse of time or both, would constitute a Default hereunder (or if there was such a condition or event, specifying the same); but such accountants shall not be liable for any failure to obtain knowledge of any such condition or event. The study Agent shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs promptly furnish to each of the availability Banks (i) copies of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain certificates delivered to the period ending December 31, 2017Agent pursuant to this paragraph, and shall be due on (ii) copies of any statements delivered to the Agent pursuant to section 6.6(d) or before May 1, 2018(e) above.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(s) with jurisdiction. Without limiting Financial Statements; furnish to the foregoingFoundation such information respecting the business, assets and financial condition of the Borrower as the Foundation may reasonably request; and, without request, furnish to the Foundation: Within 45 days after the end of each of the Regulated Parties shall maintain adequate books and records with respect to all first three quarters of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each fiscal year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: Borrower (i) billing reports showing its charges, balance sheet of the Borrower as a Providing Party, to any Receiving Party to which it provided Services hereunder during of the close of such quarter and of the comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing its payments, as a Receiving Party, statements of income and cash flow of the Borrower for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Borrower; and other affiliated interest service agreements. The internal audit shall includeAs soon as available, but not be limited to, and in any event within 90 days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueBorrower, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying financial statements of the Borrower, as prepared by independent public accountants of recognized standing selected by the Borrower and satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Foundation, which audit report shall pertain be accompanied by an opinion of such accountants, in form satisfactory to the period ending December 31 Foundation, to the effect that the same fairly present the financial condition of the year Borrower and the results of its operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in which this Agreement is effectiveconnection with such audit; and Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of obligations of the Borrower pursuant to the terms of any indenture, loan or similar agreement and not otherwise required to be furnished to the Foundation; and Promptly, and shall be due on or before July 1 in any event within 10 business days, after Borrower has knowledge thereof a statement of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject chief financial officer of the audit. 4.4 Every third yearBorrower describing: (i) any event which, on either of itself or before May 1with the lapse of time or the giving of notice or both, would constitute a default hereunder or under any other material agreement to which the Parties shall conduct Borrower is a new study party, together with a statement of the cost of Services provided hereunder for actions which the purpose of testing compliance Borrower proposes to take with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person respect thereto; (ii) any pending or department designated by the Commissions threatened litigation or the Commissions’ staffs administrative proceeding of the availability type described in section 2.06; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the study Borrower; and annual update and, if requested, make such available for review at Promptly any notice concerning the Commissionloss of the Borrower’s offices. The first such new study shall pertain to tax-exempt status under Section 501(c)(3) of the period ending December 31, 2017, and shall be due on Internal Revenue Code or before May 1, 2018any change in the Borrower’s status under Section 509(a) of the Internal Revenue Code.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted accounting principles consistently applied throughout all accounting periods, and furnish to Lender: (a) Within 15 calendar days after the relevant requirements promulgated end of each month, as of the last day of the preceding month, aging and summary reports of Accounts in such form and detail as Lender may reasonably request. (b) On each Business Day, borrowing base certificates for each Borrower (each, a "Borrowing Base Certificate") as of the close of business of the preceding day in a form provided by Lender. (c) Accounts receivable and collection reports, on a daily basis. (d) Within 15 calendar days of each month end, a physical inventory report covering all Inventory (wherever located), including raw material, work-in-process, and finished goods in such form and detail as Lender may reasonably request, accompanied by a certificate of an officer of the Commission(sapplicable Borrowers in form and substance acceptable to Lender. (e) with jurisdiction. Without limiting Within 10 Business Days of Lender's request, an Inventory report listing of all inventories of each Borrower including raw material, work-in-process and finished goods in such form and detail as Lender may reasonably request, accompanied by a certificate of an officer of such Borrower in form and substance acceptable to Lender. (f) Within 30 calendar days after the foregoing, end of each of the Regulated Parties shall maintain adequate books month, an internally prepared balance sheet of each Borrower as of the close of each such month and records of the comparable month in the preceding fiscal year, and statements of income and surplus of the Borrower for each month and for that part of the fiscal year ending with each such month and for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by an officer of the Borrower. (g) As soon as available and in any event within 90 calendar days after the close of each fiscal year of Borrower, a copy of Centrum's audited financial statements and audit report, including consolidating financial statements showing each Borrower, as prepared by independent certified public accountants of recognized standing selected by the Borrower and reasonably acceptable to Lender, together with all management letters, to the effect that the financial statements fairly present the financial condition of the Borrower and the results of its operations as of the relevant dates, and each such financial statement shall, if available at a reasonable cost to Borrower, be accompanied by a certification by the public accountants that there exists no Event of Default or other action, condition or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default under this Agreement, or if such condition does exist, stating the nature thereof and the action, if any, Borrower is taking to correct such condition. (h) Within 90 calendar days after the end of each fiscal year of Borrower, a detailed schedule of all insurance policies which the Borrower had in force as of the end of such fiscal year, signed by an officer of the Borrower. (1) As soon as possible and in any event within 30 calendar days after Borrower knows that any Reportable Event with respect to all any Plan has occurred, a statement of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each an officer of the Regulated Parties shall submit Borrower setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its chargesReportable Event, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance together with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report notice of such Reportable Event given to the person Pension Benefit Guaranty Corporation, (2) promptly after the filing with the United States Secretary of Labor or department designated the Pension Benefit Guaranty Corporation, copies of each annual report with respect to each Plan administered by the Commissions Borrower, and (iii) promptly after receipt, a copy of any notices the Borrower may receive from the Pension Benefit Guaranty Corporation or the Commissions’ staffs no later than July 1 Internal Revenue Service with respect to any Plan administered by the Borrower; provided, however, this subpart (iii) shall not apply to notices of general application promulgated by the Pension Benefit Guaranty Corporation or the Internal Revenue Service. (j) Within 90 calendar days after the end of each audit fiscal year. The first such audit report shall pertain to , pro forma cash flow, profit and loss and balance sheet forecasts for the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the auditsucceeding 12 month period. 4.4 Every third (k) Within 60 calendar days after the end of each quarter of each fiscal year, on or before May 1a letter of "covenant compliance" regarding Borrower's obligations under this Agreement, the Parties shall conduct a new study delivered to Lender and prepared, in form and substance acceptable to Lender, signed by an officer of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018Borrower.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in section 4.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Borrower as the Lender may reasonably request and, without request, furnish to the Lender: (a) with jurisdiction. Without limiting Within 45 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books and records with respect to all first three quarters of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each fiscal year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: Borrower (i) billing reports showing its charges, balance sheet of the Borrower as a Providing Party, to any Receiving Party to which it provided Services hereunder during of the close of such quarter and of the comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing its payments, as a Receiving Party, statements of income and surplus of the Borrower for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Borrower; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueBorrower, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying financial statements of the Borrower, as prepared by independent public accountants of recognized standing selected by the Borrower and satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Lender, which audit report shall pertain be accompanied by an opinion of such accountants, in form satisfactory to the period ending December 31 Lender, to the effect that the same fairly present the financial condition of the Borrower and the results of its operations as of the relevant dates thereof, together with copies of any management letters issued by such accountants in connection with such audit; and (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Borrower or filed with the SEC or other governmental agency having regulatory authority over the Borrower or with any national securities exchange; and (d) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of obligations of the Borrower pursuant to the terms of any indenture, loan or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this section, and (e) Within 90 days after the beginning of each fiscal year of the Borrower, a schedule showing all insurance policies which the Borrower had in which this Agreement is effectiveforce as of the beginning of such fiscal year, signed by a proper accounting officer of the Borrower; and (f) Promptly, and in any event within days, after Borrower has knowledge thereof a statement of the chief financial officer of the Borrower describing: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under this agreement or under any other material agreement to which the Borrower is a party, together with a statement of the actions which the Borrower proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in section 4.08; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Borrower; and (i) Promptly, and in any event within days, after the Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Borrower setting forth details as to such Reportable Event and the Action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Borrower, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Borrower or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Borrower. The financial statements referred to in (a) and (b) above shall be due on or before July 1 accompanied by a certificate by the chief financial officer of the following yearBorrower that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a default under this agreement or which, after notice or lapse of time or both, would constitute a default under this agreement (or if there was such a condition or event, specifying the same). Subsequent The audit reports report referred to in (b) above shall be due July 1 following accompanied by a certificate by the calendar year that is accountants who prepared the subject audit report, as of the date of such audit report, stating that in the course of their audit, nothing has come to their attention suggesting that a condition or event has occurred which constitutes a default under this agreement or which, after notice or lapse of time or both, would constitute a default under this agreement (or if there was such a condition or event, specifying the same); but such accountants shall not be liable for any failure to obtain knowledge of any such condition or event. 4.4 Every third year, on or before May 1, (h) On the Parties shall conduct a new study first ten consecutive Fridays after closing of the cost loan transaction referenced herein, Borrower shall cause its counsel, Jxxx Xxxxxxxx, or his successor in such capacity, to provide to Lender a detailed account of Services provided hereunder use of proceeds from the loan for such week, including the identity of the payee, amount paid and the purpose of testing compliance with the provisions of this Agreement requiring charges payment. (i) Borrower hereby authorizes Kxxxxxx and Hxxx, P.A., attorneys at the fair market value and law, to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs immediately wire transfer from their trust account, $270,000.00 of the availability $400,000.00 loan amount to Lancaster International upon the execution of the study closing documents by Borrower and annual update andDeerfield Enterprises, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.Inc.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each preparation of the Regulated Parties shall maintain adequate books financial statements referred to in Section 5.05; and records with respect furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish or cause to be furnished to the Lender: (a) Within 45 days after the end of each fiscal quarter of the Company (i) consolidated balance sheet of the Company and all of its transactions under this Agreement consolidated Subsidiaries as of the close of such quarter and shall record of the costs to be allocated to any Party hereunder comparable quarter in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently preceding fiscal year (prepared in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar yearGAAP); and (ii) billing reports showing consolidated statements of income and cash flow of the Company and all of its payments, as a Receiving Party, consolidated Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for -end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement chief financial officer, treasurer or may be an audit other responsible officer of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy last day of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueGuarantor, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of the Guarantor and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Guarantor and satisfactory to the person Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Guarantor and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and (c) As soon as available, and in any event within 90 days after the last day of each fiscal year of ADAC, a copy of the audit report for such year and accompanying consolidated financial statements of ADAC and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by ADAC's independent public accountants, including a copy of the opinion of such accountants regarding the presentation of such financial statements; and (d) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or department designated by Event of Default, or any other event which, either of itself or with the Commissions lapse of time or the Commissions’ staffs no giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.09; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and (e) No later than July 1 30 days after the end of each audit fiscal year, a copy of the Company's operating budget for the current fiscal year. The first such audit report financial statements referred to in Section 7.06 (a) above shall pertain to be accompanied by a certificate by the period ending December 31 chief financial officer of the year in which this Agreement is effectiveCompany showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, and shall be due on or before July 1 as of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject close of the auditlast period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same). 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods, and furnish to NBD: (a) Within 20 days after the relevant requirements promulgated end of each month, as of the last day of the preceding month, aging and summary reports of each Obligor's accounts receivable (including Edit Accounts) and payable in such form and detail as NBD may request. (b) Within 20 days after the end of each month, monthly collateral activity reports of USML (each, a "Collateral Activity Report") as of the close of business of the preceding day, on forms supplied by NBD. (c) Within 20 days after the Commission(send of each month, a monthly summary of all inventories of USML in such form and detail as NBD may reasonably request. (d) with jurisdiction. Without limiting Within 30 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books first eleven months of each fiscal year, a balance sheet of the Obligors on a consolidated and records consolidating basis as of the close of each such month and of the comparable month in the preceding fiscal year, and statements of income and surplus of the Obligors for each month and for that part of the fiscal year ending with respect each such month and for the corresponding period of the preceding fiscal year, all in reasonable detail and certified as true and correct (subject to all audit and normal year-end adjustments) by a Responsible Officer of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this AgreementObligor. 4.2 Each year (e) Within the time allowed (without extension) by May 1the Securities and Exchange Commission, each copies of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; USML's 10Q and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year10K reports. 4.3 Every (f) As soon as available and in any event within 90 days after the close of each fiscal year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall includeObligors, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the Obligors' detailed long-form audit report for such year and accompanying financial statements, on a consolidated and consolidating basis, as prepared by independent certified public accountants of recognized standing selected by the Obligors and reasonably acceptable to NBD, together with all management letters, which report must be accompanied by an unqualified opinion of such accountants, in form satisfactory to NBD, to the person or department designated effect that the financial statements fairly present the financial condition of the Obligors and the results of their operations as of the relevant dates, and each such financial statement must be accompanied by a certification by the Commissions public accountants that no Event of Default or Default exists, or if such condition does exist, stating the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to nature thereof and the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update andaction, if requestedany, make Obligors are taking to correct such available for review at condition. Although the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.financial statements required under this Subsection (f) must

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in Section 3.4; and furnish to the Lender such information respecting the business, assets and financial condition of each Borrower as the Lender may reasonably request and, without request, furnish to the Lender: (a) with jurisdiction. Without limiting Within 45 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books and records with respect to all first three quarters of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions fiscal year of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: Borrower (i) billing reports showing its charges, a balance sheet of each Borrower as a Providing Party, to any Receiving Party to which it provided Services hereunder during of the close of such quarter and of the comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing its payments, as a Receiving Party, statements of income and surplus of each Borrower for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1normal year-end adjustments) the accuracy of the derivations of costs billed by the Providing Partieschief financial officer of each Borrower; 2and (b) As soon as available, and in any event within 120 days after the determination that the costs billed to the Regulated Parties are priced at the lesser close of cost or fair market valueeach fiscal year of each Borrower, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 for such year and accompanying financial statements of each audit year. The first such Borrower, as prepared by independent public accountants of recognized standing selected by each Borrower, which audit report shall pertain be accompanied by an opinion of such accountants, in customary form, to the period ending December 31 effect that the same fairly present the financial condition of each Borrower and the results of its operations as of the year relevant dates thereof; together with copies of any management letters issued by such accountants in which this Agreement is effectiveconnection with such audit; and (c) As soon as available, copies of all financial reports or materials submitted or distributed to shareholders or members of each Borrower or filed with a governmental agency having regulatory authority over any Borrower; and (d) Promptly, and shall be due on or before July 1 in any event within 10 days, after any Borrower has knowledge thereof a statement of the following year. Subsequent audit reports shall be due July 1 following chief financial officer of such Borrower describing: (i) any event which, either of itself or with the calendar year that lapse of time or the giving of notice or both, would constitute a default hereunder or under any other material agreement to which any Borrower is the subject a party, together with a statement of the audit. 4.4 Every third year, on actions which such Borrower proposes to take with respect thereto; and (ii) any pending or before May 1, the Parties shall conduct a new study threatened litigation or administrative proceeding of the cost type described in Section 3.8; and (i) Promptly, and in any event within 30 days, after any Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of Services provided hereunder for the purpose chief financial officer of testing compliance such Borrower setting forth details as to such Reportable Event and the action which such Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit guaranty Corporation if a copy of such notice is available to such Borrower, (ii) promptly after the filing thereof with the provisions Internal Revenue Service, copies of this Agreement requiring charges at each annual report with respect to each Plan administered by any Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) any Borrower may receive from the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions Pension Benefit Guaranty Corporation or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain Internal Revenue Service with respect to the period ending December 31, 2017, and shall be due on or before May 1, 2018any Plan administered by any Borrower.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain a standard and records modern system for accounting in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout all accounting periods; and furnish to Bank (or make available online) such information respecting the relevant requirements promulgated by business, assets and financial condition of Borrower as Bank may reasonably request and, without request, furnish to Bank: (a) Within forty-five (45) calendar days after the Commission(s) with jurisdiction. Without limiting the foregoing, end of each of the Regulated Parties shall maintain adequate books and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: calendar quarter (i) billing reports showing its chargesbalance sheets of Borrower as of the close of such calendar quarter and of the comparable quarters in the immediately preceding fiscal year, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its paymentsstatements of income, retained earnings, and cash flow of Borrower for such quarter, for that part of the fiscal year ending with such quarter, and for the corresponding periods of the preceding fiscal year and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of Borrower; (b) As soon as available, and in any event within one hundred twenty (120) calendar days after the close of each fiscal year of Borrower, a copy of Borrower’s audited financial statements, including a balance sheet, and statements of income, retained earnings and cash flow, as a Receiving Partyprepared by independent public accountants of recognized standing selected by Borrower and satisfactory to Bank, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there which audit shall be accompanied by an internal opinion of such accountants, in form satisfactory to Bank, to the effect that the audit of transactions under this Agreement for the purpose of testing compliance Borrower’s financial statements was conducted in accordance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed standards established by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser American Institute of cost or fair market valueCertified Public Accountants and, based on the studies and updates required by Section 4.4; 3) the determination their audit, such accountants are not aware of any material modifications that Services provided by the Regulated Parties should be made to the Non-Regulated Partiesaccompanying financial statements in order for them to be in accordance with GAAP; (c) As soon as available, except WBSand, are billed at in any event, no later than one hundred twenty (120) calendar days after the higher close of cost or marketeach fiscal year of Borrower, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of Borrower’s projected financial performance for the audit next, immediately succeeding, fiscal year; and (d) Within ten (10) calendar days after Borrower’s first knowledge of any Default, Event of Default or other act or omission that, after notice, lapse of time or both, 1050745993 v3 would constitute an Event of Default under this Agreement, immediately report to the person Bank such Default, Event of Default or department designated by the Commissions other act or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the auditomission. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts Maintain and records cause each Subsidiary to maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the relevant requirements promulgated by preparation of the Commission(sfinancial statements referred to in section 4.5; and furnish to the Banks such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Banks: (a) with jurisdiction. Without limiting Within 45 days after the foregoing, end of each of the Regulated Parties shall maintain adequate books first three quarters of each fiscal year of the Company (i) consolidated balance sheets of the Company and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each Subsidiaries as of the Regulated Parties shall submit to close of such quarter and of the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during comparable quarter in the preceding calendar fiscal year; and (ii) billing reports showing consolidated statements of income and cash flow of the Company and all of its payments, as a Receiving Party, Subsidiaries for Services received from Providing Parties hereunder during such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding calendar fiscal year. 4.3 Every year there shall be an internal ; all in reasonable detail and certified as true and correct (subject to audit of transactions under this Agreement for and normal year-end adjustments) by the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit chief financial officer of the Services under this Agreement Company; and (b) As soon as available, and other affiliated interest service agreements. The internal audit shall include, but not be limited to, in any event within 90 days after the following: 1) the accuracy close of each fiscal year of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market valueCompany, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBS, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such Required Banks, which audit report shall pertain be accompanied by an opinion of such accountants, in form satisfactory to the period ending December 31 Required Banks, to the effect that the same fairly present the financial condition of the year in which Company and its Subsidiaries and the results of its and their operations as of the relevant dates thereof; and (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the SEC or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and (d) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of obligations of the Company or any Subsidiary pursuant to the terms of any indenture, loan or similar agreement and not otherwise required to be furnished to the Banks pursuant to any other clause of this Agreement is effectivesection 6.6; and (e) Promptly, and shall be due on or before July 1 in any event within 10 days, after Company has knowledge thereof a statement of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject chief financial officer of the audit. 4.4 Every third yearCompany describing: (i) any event which, on either of itself or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions lapse of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person time or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 2017, and shall be due on or before May 1, 2018.the

Accounting Records; Reports. 4.1 Each of the Regulated Parties shall keep all its accounts and records in accordance with the relevant requirements promulgated by the Commission(s) with jurisdiction. Without limiting the foregoing, each of the Regulated Parties shall maintain adequate books and records with respect to all of its transactions under this Agreement and shall record the costs to be allocated to any Party hereunder in appropriate accounts in its general ledger system. The Regulated Parties shall each maintain internal controls to ensure that it allocates and bills the costs associated with all transactions under this Agreement properly and consistently in accordance with the terms and provisions of this Agreement. 4.2 Each year by May 1, each of the Regulated Parties shall submit to the person or department designated by its Commission or its Commission’s staff: (i) billing reports showing its charges, as a Providing Party, to any Receiving Party to which it provided Services hereunder during the preceding calendar year; and (ii) billing reports showing its payments, as a Receiving Party, for Services received from Providing Parties hereunder during the preceding calendar year. 4.3 Every year there shall be an internal audit of transactions under this Agreement for the purpose of testing compliance with the Agreement. Such audit may be either a discrete audit solely of Services under this Agreement or may be an audit of the Services under this Agreement and other affiliated interest service agreements. The internal audit shall include, but not be limited to, the following: 1) the accuracy of the derivations of costs billed by the Providing Parties; 2) the determination that the costs billed to the Regulated Parties are priced at the lesser of cost or fair market value, based on the studies and updates required by Section 4.4; 3) the determination that Services provided by the Regulated Parties to the Non-Regulated Parties, except WBSIntegrys Support, are billed at the higher of cost or market, based on the studies and updates required by Section 4.4; and 4) the accuracy of invoices issued under the Agreement during the year. The Regulated Parties shall submit a copy of the audit report to the person or department designated by the Commissions or the Commissions’ staffs no later than July 1 of each audit year. The first such audit report shall pertain to the period ending December 31 of the year in which this Agreement is effective, and shall be due on or before July 1 of the following year. Subsequent audit reports shall be due July 1 following the calendar year that is the subject of the audit. 4.4 Every third year, on or before May 1, the Parties shall conduct a new study of the cost of Services provided hereunder for the purpose of testing compliance with the provisions of this Agreement requiring charges at the fair market value and to analyze the market price of services provided. The study shall include Services provided between a Regulated Party and a Non-Regulated Party at cost. The study shall be updated at least annually. The Parties shall notify the person or department designated by the Commissions or the Commissions’ staffs of the availability of the study and annual update and, if requested, make such available for review at the Commission’s offices. The first such new study shall pertain to the period ending December 31, 20172011, and shall be due on or before May 1, 20182012.