Common use of Annual Reports Clause in Contracts

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 one hundred twenty (120) days after the end last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but no later than one hundred fifty (150) days for the date on which Holdings is required to file a Form 10-K under the Exchange Actfiscal year ending December 31, 2018), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the SEC)Administrative Agent (which opinion shall be unqualified as to scope, all subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements present fairly present, in all material respects, respects the consolidated financial condition, results of operations, cash flows condition and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Holdings and its Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, as compared except to the Consolidated Companies’ extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial condition, results of operations and cash flows as statements for the fiscal year ending immediately prior to the stated final maturity date of the end Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of and for such impending stated final maturity date or (B) any potential inability to satisfy the previous fiscal year and its budgeted results of operations and cash flowsFinancial Covenants, (iii) or any financial covenant under any other Indebtedness on a management’s future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. Within 90 one hundred twenty (120) days after the end last day of each fiscal year of Holdings (but no later than or one hundred fifty (150) days for the date on which Holdings is required to file a Form 10-K under the Exchange Actfiscal year ending December 31, 2017), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting the fiscal year ending December 31, 2018) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the SEC)Administrative Agent (which opinion shall be unqualified as to scope, all subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements present fairly present, in all material respects, respects the consolidated financial condition, results of operations, cash flows condition and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Holdings and its Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, as compared except to the Consolidated Companies’ extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial condition, results of operations and cash flows as statements for the fiscal year ending immediately prior to the stated final maturity date of the end Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of and for such impending stated final maturity date or (B) any potential inability to satisfy the previous fiscal year and its budgeted results of operations and cash flowsFinancial Covenants, (iii) or any financial covenant under any other Indebtedness on a management’s future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. Within The Company shall furnish to the Lenders as soon as available, and in any event within 90 days after the end of each fiscal year (but no later than or, if earlier, the date on which Holdings that is five (5) days after the date that the Company’s 10-K filing is required to file a Form 10-K under be delivered to the Exchange ActSEC), the Consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and together, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) the consolidated and consolidating Unqualified reports of Ernst & Young LLP (by region or, if requested they cease to be auditors of the Company and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertainty, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (ii) The statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit of the Company and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists and in particular that they have no knowledge of any Default under Section 6.05 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the Collateral Agent exercising understanding that the examination of such accountants cannot be relied upon to give such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their audit. (iii) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (iv) [intentionally omitted.] (v) A Compliance Certificate in its reasonable credit judgmentthe form of Exhibit D demonstrating, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto compliance with the Computation Covenants, certified by a Financial Officer. (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting vi) Financial information as to the SEC)assets of, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one Investments of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification)Company and its Subsidiaries in, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies each Immaterial Subsidiary as of the end of and for such fiscal year year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in accordance with GAAP consistently appliedthe information set forth in such Exhibits not previously furnished to the Lenders in writing, (ii) a management report in a form which supplement must be reasonably satisfactory to the Administrative Agent setting forthAgent, on as well as any changes in the Organization Documents or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a consolidating basis (by region orchange in GAAP after June 30, if requested 2006, computations by the Collateral Agent exercising in its reasonable credit judgmentCompany, certified by entity)a Financial Officer, reconciling the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) statements referred to above with financial statements prepared in accordance with GAAP as of the end of and for such fiscal year, as compared applied to the Consolidated Companies’ financial condition, results of operations other covenants in Article VI and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;related definitions.

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings the Administrative Borrower is required to file a Form 10-K under the Exchange ActAct (including all permitted extensions)), (i) financial information regarding the consolidated Administrative Borrower and its Subsidiaries consisting of Consolidated and consolidating (by region or, if requested by balance sheets of the Collateral Agent exercising in Administrative Borrower and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows Borrower and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Subsidiaries for such fiscal year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as compared to the scope of the audit or as to the Administrative Borrower being a going concern by Ernst & Young LLP or another nationally recognized independent certified public accountant, together with the report of such accounting firm stating that (i) such Financial Statements fairly present in all material respects the Consolidated Companies’ financial condition, position of the Administrative Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows as flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and which shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by such accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the end regular audit of and for the previous fiscal year business of the Administrative Borrower and its budgeted results Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of operations and cash flows, (iii) a management’s discussion and analysis Default in respect of the financial condition covenant contained in Article V has occurred and results is continuing or, if in the opinion of operations for such fiscal yearaccounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenant, a statement as compared to the previous fiscal year and nature thereof. To the extent the information set forth in this clause (ivb) a schedule setting forth is included in the intercompany Indebtedness outstanding and changes thereto since Administrative Borrower’s Annual Report on Form 10-K as filed with the prior fiscal year;SEC, such information shall be deemed delivered for the purposes hereof.

Annual Reports. Within 90 days A. Following the issuance of any series of Bonds, the offer or sale of which is not exempt from the Rule and, until the WCID is no longer obligated, contingently or otherwise to make payments in respect of such series of Bonds, GBRA and the WCID undertake to and shall provide annually to the MSRB, within six (6) months after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), Fiscal Year: (i) financial information and operating data of the consolidated general type included in the Sale and consolidating Offering Documents for the series of Bonds, as specified in its approval of such Sale and Offering Documents pursuant to Section 3.3 hereof; and (by region orii) audited general purpose financial statements of the WCID, if requested by then available. However, GBRA and the Collateral Agent exercising WCID only undertake to provide the information in its reasonable credit judgment, by entitythe preceding sentence that is customarily prepared and publicly available. Any financial statements so to be provided shall be (i) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under generally accepted accounting principles for governmental agencies or such other accounting principles as the Securities Act WCID may be required to employ from time to time pursuant to state law or regulations, and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory audited, if the WCID commissions an audit of such statements and the audit is completed within the period during which it must be provided. If the audit of such financial statement is not completed within such period, then the WCID shall provide unaudited financial statements within the required period, and shall provide audited financial statements for the applicable fiscal year to the Administrative Agent setting forthMSRB, when and if the audit report on a consolidating basis (by region or, if requested by such statements become available. B. If the Collateral Agent exercising in WCID changes its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared it will file notice of such change (and of the date of the new fiscal year end) with GBRA and the MSRB prior to the Consolidated Companies’ next date by which the WCID otherwise would be required to provide financial conditioninformation and operating data pursuant to this Section. C. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be incorporated by specific reference to any document or specific part thereby (including an official statement or other offering document, results of operations and cash flows as of if it is available from the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iiiMSRB) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared that theretofore has been provided to the previous fiscal year MSRB or filed with the SEC. Copies of such information and (iv) a schedule setting forth operating data shall be furnished to GBRA at the intercompany Indebtedness outstanding same time the information and changes thereto since data are furnished to the prior fiscal year;MSRB.

Annual Reports. Within 90 Not later than 120 days after the end of each fiscal year (but no provided that, for each of the fiscal year ended December 31, 2019 and the fiscal year ended December 31, 2020, such deliveries under this Section 5.01(a) shall be required to be delivered not later than 150 days after the date on which Holdings is required to file a Form 10-K under the Exchange Actend of such fiscal year), (i) for the fiscal year ending December 31, 2017, (A) the consolidated statements of income, cash flows and consolidating members’ equity of ▇▇▇▇ Group LLC for the period commencing January 1, 2017 and ending October 1, 2017 and (by region or, if requested by B) the Collateral Agent exercising in its reasonable credit judgment, by entity) consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholdersmembers’ equity for the period commencing October 2, 2017 and ending on December 31, 2017; and (ii) for each fiscal year ending after December 31, 2017, the consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members’ equity for such fiscal year, and commencing with the financial statements for the fiscal year ending December 31, 2019, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto thereto, in each case of clauses (including i) and (ii), (x) which consolidated statements shall be accompanied by a note with certificate of a balance sheet Financial Officer stating that such financial statements present fairly in all material respects the financial position and statements results of income operations and cash flows separating out results consistent with reporting of Holdings and its consolidated Subsidiaries as of the dates and for the periods to the SEC), all prepared which they relate in accordance with Regulation S-X under the Securities Act GAAP and (y) which consolidated statements shall be accompanied by an unqualified opinion of Deloitte ▇▇▇▇▇ & Touche LLP ▇▇▇▇▇ or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one (acting at the direction of the other “Big 4” accounting firms Required Lenders) (which opinion shall not be qualified as to scope or contain any going concern or other qualificationmaterial qualification (other than qualifications related to (i) an upcoming maturity date under any Indebtedness and (ii) any prospective or actual default or event of default of any financial maintenance covenant (including the covenants set forth in Section 6.09), ) stating that such financial statements present fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), respects the financial condition, position and results of operations and cash flows of the Consolidated Companies (on a Holdings and its consolidated basis) Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of dates and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared periods to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;which they relate.

Annual Reports. Within The Company shall furnish to the Lenders as soon as available, and in any event within 90 days after the end of each fiscal year (but no later than or, if earlier, the date on which Holdings that is five (5) days after the date that the Company’s 10-K filing is required to file a Form 10-K under be delivered to the Exchange ActSEC), the Consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and together, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) the consolidated and consolidating Unqualified reports of Ernst & Young LLP (by region or, if requested they cease to be auditors of the Company and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertainty, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (ii) The statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit of the Company and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists and in particular that they have no knowledge of any Default under Section 6.05 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the Collateral Agent exercising understanding that the examination of such accountants cannot be relied upon to give such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their audit. (iii) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (iv) [Intentionally omitted.] (v) A Compliance Certificate in its reasonable credit judgmentthe form of Exhibit D demonstrating, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto compliance with the Computation Covenants, certified by a Financial Officer. (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting vi) Financial information as to the SEC)assets of, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one Investments of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification)Company and its Subsidiaries in, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies each Immaterial Subsidiary as of the end of and for such fiscal year year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [Intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in accordance with GAAP consistently appliedthe information set forth in such Exhibits not previously furnished to the Lenders in writing, (ii) a management report in a form which supplement must be reasonably satisfactory to the Administrative Agent setting forthAgent, on as well as any changes in the Organization Documents or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a consolidating basis (by region orchange in GAAP after June 30, if requested 2010, computations by the Collateral Agent exercising in its reasonable credit judgmentCompany, certified by entity)a Financial Officer, reconciling the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) statements referred to above with financial statements prepared in accordance with GAAP as of the end of and for such fiscal year, as compared applied to the Consolidated Companies’ financial condition, results of operations other covenants in Article VI and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;related definitions.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end close of each fiscal year (but no later than of the date on which Holdings is required Borrower, the Borrower shall furnish to file the Agent and each Bank Consolidated audited statements of income, changes in shareholder's equity and cash flows of the Borrower and its Subsidiaries for such fiscal year and a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated audited balance sheet of Holdings the Borrower and its Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur) with such financial statements to be certified by an independent certified public accounting firm of recognized standing selected by the Borrower and acceptable to the Agent and the Banks. The certificate or report of such accountants shall be free of exception or qualifications not reasonably acceptable to the Agent and the Banks and shall in any event contain a written statement of such accountants substantially to the effect that such accountants examined such financial statements in accordance with generally accepted auditing standards. As soon as practicable, and in any event within ninety (90) days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent and each Bank a consolidating statement of income of the Borrower and its Subsidiaries for such fiscal year and a consolidating balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year, all in reasonable detail. All such financial statements shall be prepared by the Borrower and certified by the Chief Financial Officer of the Borrower as presenting fairly the consolidating financial position of the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of their operations for such fiscal year, as compared in conformity with GAAP (subject to normal and recurring year-end audit adjustments) applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the previous fiscal year Agent and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Banks.

Annual Reports. Within 90 Borrower shall furnish, or cause to be furnished, to Lender annually, within ninety (90) days after following the end of each fiscal year (Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender in accordance with the Acceptable Accounting Basis and, if applicable, the requirements of Regulation AB covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Property and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Property for such Fiscal Year and shall include, but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)not be limited to, amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income and Net Cash Flow. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the consolidated financial condition and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet results of Holdings as operations of Borrower and the end of such fiscal year Property being reported upon and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all has been prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification)Acceptable Accounting Basis and, stating that such financial statements fairly present, in all material respectsif required, the consolidated financial condition, results requirements of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedRegulation AB, (ii) an unqualified opinion of a management report in a form “Big Four” accounting firm or other independent certified public accountant reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsLender, (iii) a managementrent roll for the subject Fiscal Year, (iv) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a list of tenants, if any, occupying more than ten percent (10%) of the total floor area of the Improvements, (v) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a breakdown showing the year in which each Lease then in effect expires and the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, and (vi) a schedule audited by such accounting firm or independent certified public accountant reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such accounting firm or independent certified public accountant. Notwithstanding the immediately preceding sentence, for so long as the Ionis Lease is in full force and effect and no Event of Default exists, Borrower shall only be required to furnish, or cause to be furnished, to Lender annually, within ninety (90) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s discussion annual financial statements prepared by a certified public accountant acceptable to Lender (it being understood that such certified public accountant may be an employee of Sponsor) in accordance with the Acceptable Accounting Basis and, if applicable, the requirements of Regulation AB covering the Property for such Fiscal Year and analysis containing statements of profit and loss for Borrower and the Property and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Property for such fiscal yearFiscal Year and shall include, as compared to but not be limited to, amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income and Net Cash Flow. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the previous fiscal year financial condition and the results of operations of Borrower and the Property being reported upon and has been prepared in accordance with the Acceptable Accounting Basis and, if required, the requirements of Regulation AB, (ii) intentionally omitted, (iii) a rent roll for the subject Fiscal Year, (iv) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a list of tenants, if any, occupying more than ten percent (10%) of the total floor area of the Improvements, (v) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a breakdown showing the year in which each Lease then in effect expires and the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, and (vi) a schedule setting forth prepared by the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;applicable certified public accountant or certified public accounting firm reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such certified public accountant or accounting firm.

Annual Reports. (i) Within 90 ninety (90) days after the end of each fiscal year Fiscal Year: (but no later than A) audited consolidated Financial Statements of NMHG Holding and its Subsidiaries reported on by the date Accounting Firm, which report shall be unqualified (or, if qualified, only as to non-material matters) and shall state that such Financial Statements fairly present the consolidated financial position of NMHG Holding and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Holdings is required such Accounting Firm shall concur and which shall have been disclosed in the notes to file the Financial Statements) and that the examination by such Accounting Firm in connection with such consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and (B) the consolidating balance sheets of NMHG Holding, which includes the wholesale and retail divisions of NMHG Holding and eliminations as at the end of such period and the related consolidating statements of income and cash flow of NMHG Holding, which includes the wholesale and retail divisions of NMHG Holding and eliminations of NMHG Holding for such Fiscal Year; (ii) Within one hundred thirty-five (135) days after the end of each Fiscal Year, the consolidated audited (by an Accounting Firm) balance sheets of the UK Borrower as at the end of such period and the related audited (by an Accounting Firm) consolidated statements of income and cash flow of the UK Borrower for such Fiscal Year, which balance sheets and statements of income constitute the local statutory reports; (iii) Within one hundred eighty (180) days after the end of each Fiscal Year, the consolidated audited balance sheets of each Netherlands Borrower and its Subsidiaries as at the end of such period and the related audited (by an Accounting Firm) consolidated statements of income and cash flow of such Netherlands Borrower and its Subsidiaries for such Fiscal Year, which balance sheets and statements of income constitute the local statutory reports; in each case, certified by a Form 10-K under the Exchange Act), (i) Financial Officer of NMHG Holding as fairly presenting the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entitywhere applicable) balance sheet of Holdings as financial position of the end reporting Persons as at the dates indicated and the results of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income their operations and cash flows separating out results consistent with reporting to flow for the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year periods indicated in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory with respect to the Administrative Agent setting forthUK Borrower, on a consolidating basis (by region orsuch Netherlands Borrower and/or their Subsidiaries, if requested by GAAP in the Collateral Agent exercising in its reasonable credit judgmentUnited Kingdom and the Netherlands, by entityrespectively), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;.

Annual Reports. Within 90 ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required calendar year, Borrower will furnish to file a Form 10-K under the Exchange Act), Lender: (i) a complete copy of the consolidated and consolidating annual financial statement for the REIT audited by a “big four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP for such calendar year. The annual financial statement described in this clause (i) shall be accompanied by region or, if requested a certificate executed by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as chief financial officer of the end REIT stating that such annual financial statement presents fairly the financial condition and the results of such fiscal year operations of REIT and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all has been prepared in accordance with Regulation S-X under the Securities Act generally accepted accounting principles, and accompanied by an unqualified opinion of Deloitte & Touche LLP a “big four” accounting firm or other independent certified public accountants of recognized national standing satisfactory accountant reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, Lender; and (ii) a management report separate (unaudited) schedule showing (A) a balance sheet for Borrower and (B) a detailed operating statement stating Gross Income from Operations, Operating Expenses, Historical Net Operating Income, Calculated Debt Service and Debt Service Coverage Ratio for such calendar year. The separate schedule described in this clause (ii) shall be accompanied by (I) a form reasonably satisfactory comparison of the income and expenses of the Property to the Administrative Agent setting forthbudgeted income and expenses for the Property for such year and the actual income and expenses for the prior calendar year, on (II) a consolidating basis (by region or, if requested certificate executed by the Collateral Agent exercising in its reasonable credit judgment, by entity), chief financial officer of Borrower or the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for REIT stating that each such fiscal year, as compared separate schedule to the Consolidated Companies’ annual financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of statement presents fairly the financial condition and the results of operations for of Borrower and the Property and has been prepared in accordance with general accepted accounting principles. By such fiscal yeardate, as compared Guarantor shall also deliver to Lender the financial reports required pursuant to Section 3.02 of the Guarantee. With respect to the previous fiscal year annual financial statements of the REIT that Borrower is required to deliver in accordance with clause (i) above, if the REIT files its annual 10-K filings with the Securities and Exchange Commission within the dates on which the REIT’s annual financial statements are required to be delivered pursuant to clause (ivi) a schedule setting of this Section 4.1.6(d), and if such filings include audited annual financial statements for the REIT and certificates of the REIT’s chief financial officer to the effect set forth in clause (i) of this Section 4.1.6(d), then Lender shall accept, in lieu of the intercompany Indebtedness outstanding delivery of the financial statements of the REIT in accordance with this Section, the posting of such annual 10-K filings on the website for the REIT, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, on the dates on which such filings are made with the Securities and changes Exchange Commission, it being understood that the Lender shall be entitled to rely on the financial statements included in such filings and on the certifications with respect thereto since set forth therein, to the prior fiscal year;same degree that it would have been entitled to rely thereon had the financial statements and certifications with respect thereto contained therein been delivered to Lender in accordance with clause (i) of this Section 4.1.6(d).

Annual Reports. Within In addition to the monthly reports required under this Section 6.2 annually, within 90 days after following the end of each Parent's and its Subsidiaries' fiscal year, Administrative Borrower shall deliver to Agent an original signed counterpart of Parent's and its Subsidiaries' annual financial statement, on a consolidated basis, which statement shall have been audited by, and bear the unqualified opinion of Borrowers' independent certified public accountants reasonably acceptable to Agent (i.e. said statement shall be "certified" by such accountants) certifying that such statements have been prepared in accordance with GAAP and without any explanatory paragraphs or other qualifying paragraphs, together with a copy of such accountant's letter to management; provided, that for the current fiscal year (but no later than such certification shall not be required before the date on required by the Securities and Exchange Commission. Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, profit and loss statement, income statement, statement of changes in shareholders' equity, and cash flows. Administrative Borrower shall provide an interim draft of such financial statements within 60 days after year-end, inclusive of subsequent periods, which Holdings is draft shall not be required to file a contain footnotes, until the year-end statements are finalized. Together with the above, Administrative Borrower also shall deliver to Agent Borrowers' Form 10-Q Quarterly Reports, Form 10-K under Annual Reports, and Form 8-K Current Reports, and any other filings made by Parent with the Securities and Exchange Act)Commission as soon as the same are filed, (i) the consolidated any press releases of Borrowers, and consolidating (any other information that is provided by region ora Borrower to its shareholders, if and any other report reasonably requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting relating to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition of Parent and results of operations for such fiscal year, as compared its Subsidiaries. Prior to the previous fiscal year Closing Date, Borrowers shall have issued written instructions to their independent certified public accountants authorizing them to communicate with Agent and (iv) a schedule setting forth the intercompany Indebtedness outstanding to release to Agent whatever financial information concerning Borrowers that Agent may request. Borrowers hereby irrevocably authorize and changes thereto since the prior fiscal year;direct all auditors, accountants, or other third parties to deliver to Agent, at Borrowers' expense, copies of Parent's and its Subsidiaries' financial statements, papers related thereto, and other accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Parent's and its Subsidiaries' business affairs and financial condition.

Annual Reports. Within 90 Each Borrower shall furnish to Lender annually, within 120 days after the end each calendar year, a complete copy of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated REIT’s annual financial statements audited by a “big four” accounting firm or another independent certified public accountant (accompanied by an unqualified opinion from such accounting firm or other independent certified public accountant) reasonably acceptable to Lender and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entityii) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) unaudited annual financial statements of incomeeach Borrower, cash flows and stockholders’ equity for such fiscal yeareach in accordance with GAAP (or a tax basis of accounting consistently applied), and, to the extent required under Section 9.1 hereof, the requirements of Regulation AB, and notes thereto (including a note with a containing balance sheet sheets and statements of profit and loss for such Borrower and the Property owned by such Borrower in such detail as Lender may request. Such financial statements (x) shall be in form and substance reasonably satisfactory to Lender, (y) shall set forth the financial condition and the income and cash flows separating out results consistent expenses for the Property owned by such Borrower for the immediately preceding calendar year, including statements of annual Net Operating Income as well as (1) a list of tenants, if any, occupying more than twenty percent (20%) of the rentable space of the Property owned by such Borrower, (2) a breakdown showing (a) the year in which each Lease then in effect expires, (b) the percentage of rentable space covered by such Lease, (c) the percentage of base rent with reporting respect to which Leases shall expire in each such year, expressed both on a per year and a cumulative basis and (3) a comparison of the SEC)budgeted income and expenses and the actual income and expenses for each calendar quarter and year-to-date for the Property owned by such Borrower, all together with a detailed explanation of any variances of the greater of (A) $10,000 and (B) ten percent (10%) or more between budgeted and actual amounts for such period and year-to-date; and (z) shall be accompanied by an Officer’s Certificate certifying (1) that such statement is true, correct, complete and accurate and presents fairly the financial condition of the Property owned by such Borrower and has been prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion GAAP (or a tax basis of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory accounting consistently applied), and, to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respectsextent required under Section 9.1 hereof, the consolidated financial conditionrequirements of Regulation AB, results (2) whether there exists a Default or Event of operationsDefault, cash flows and changes in stockholders’ equity if so, the nature thereof, the period of time it has existed and the Consolidated Companies action then being taken to remedy it, (3) that as of the end date of and for such fiscal year Officer’s Certificate, no litigation exists against any Borrower or any Property in accordance with GAAP consistently appliedwhich the amount involved is $350,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by insurance, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by so, specifying such litigation and the Collateral Agent exercising actions being taking in its reasonable credit judgment, by entity)relation thereto and (4) with respect to the annual financial statements of each Borrower, the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and amount by which operating expenses incurred by any Borrower for such fiscal year, as compared to period were greater than or less than the Consolidated Companies’ financial condition, results of operations and cash flows as of operating expenses reflected in the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;applicable Annual Budget.

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Regency MLP is required to file a Form 10-K under the Exchange Act), ) after the end of each fiscal year (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Regency MLP as of the end of such fiscal year and related consolidated income statements and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity changes in member interests for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows of Regency MLP and changes in stockholders’ equity of the Consolidated Companies its Subsidiaries as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthreasonable detail, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to amounts for the Consolidated Companies’ financial conditionprevious fiscal year (it being understood that the information required by clauses (i) and (ii) may be furnished in the form of a Form 10-K), results of operations and cash flows (iii) as of soon as reasonably available and in any event within 120 days after the end of each fiscal year, each Joint Venture’s consolidated balance sheet, income statement and cash flow statement for such fiscal year prepared in accordance with GAAP (with footnotes to such financial statements), together with an audit report thereon by an independent accounting firm of established national reputation. At any time at which the information described in clauses (i) and (ii) above is required to be delivered hereunder but Regency MLP is not subject to the Exchange Act Provisions, Regency MLP shall also furnish a management report in reasonable detail setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and its budgeted results of operations (B) key operational information and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations statistics for such fiscal year, as compared to the previous fiscal year consistent with internal and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearindustry-wide reporting standards;

Annual Reports. Within 90 120 days after the end last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2020 (but no later than and 180 days after the date on which Holdings is required to file a Form 10-K under last day of the Exchange Actfiscal year ending December 31, 2019), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting to the SECfiscal year ending December 31, 2021), all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (A) is solely a consequence of any impending stated final maturity date of any Indebtedness, (iiB) relates to any actual or potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a management report future date or in a future period or (C) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basisAgent) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. Within 90 days after (i) Commencing as of the date that Developer obtains the Major Phase Approval for the Initial Major Phase and ending on the later of (A) the date on which Developer has received the final Certificate of Completion for all of the Infrastructure and Stormwater Management Controls and (B) the earlier of (i) the date on which Developer has been reimbursed for all Qualified Project Costs and (ii) the date on which there are no further Gross Revenues available to reimburse Developer for Qualified Project Costs, Developer shall prepare and deliver to Authority an annual financial report on the Project no later than four (4) months following the end of each fiscal year Developer Fiscal Year for which a report is due (but no later each, an “Annual Report”). If Developer obtains a Major Phase Approval less than the date on which Holdings is required to file a Form 10-K under the Exchange Act), six (i6) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of months before the end of such fiscal year and related consolidated and consolidating (by region ora Developer Fiscal Year, if requested by Developer may include reporting for that Major Phase in the Collateral Agent exercising Annual Report for the next Developer Fiscal Year. If any Annual Report shows any material discrepancy, then Developer must correct the discrepancy in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yearRecords, and notes thereto (including a note with a balance sheet Developer and statements of income the Authority agree to meet and cash flows separating out results consistent with reporting to confer on the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied best method for correcting any overpayment or underpayment by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year the next quarter in accordance with GAAP consistently applied, the Developer Fiscal Year. (ii) Annual Reports must include the following information, reported separately for each Major Phase for which a management report Major Phase Approval has been obtained and in the aggregate for the Project as a form reasonably satisfactory whole: (A) updated estimates of and actual Project Costs, Qualified Project Costs, and Gross Revenues; (B) if applicable, variances from the prior Annual Report; (C) a statement reflecting the application of any Net Cash Flow that Developer has received during the prior Developer Fiscal Year; (D) a statement of Qualified Project Costs reimbursed from Funding Sources; (E) a statement of Qualified Project Costs previously incurred but not yet reimbursed from the Funding Sources; (F) new development expected to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)occur or that is occurring, the financial condition, results assessed value of operations which is expected to be included on the secured real property tax roll for the next Fiscal Year; and cash flows (G) any sales of Lots under article 17 of the Consolidated Companies (DDA that are expected to occur and the assessed value of which is expected to be included on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and secured real property tax roll for the previous fiscal year and its budgeted results of operations and cash flows, next Fiscal Year. (iii) Developer’s Annual Report must cover the entire Project, even if Developer has Transferred part or all of its interest in a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared Major Phase or Sub- Phase to the previous fiscal year and a Transferee. (iv) a schedule setting forth Developer’s obligation to provide Annual Reports will terminate as to any portion of the intercompany Indebtedness outstanding and changes thereto since Project as to which the prior fiscal year;DDA is terminated after Developer has provided to Authority the Annual Report covering the Developer Fiscal Year during which the termination took effect.

Annual Reports. Within 90 120 days after the end last day of each fiscal year of Holdings (but no later than or 150 days for the date on which Holdings is required to file a Form 10-K under the Exchange Actfiscal year ending December 31, 2018), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of Holdings and its Restricted Subsidiaries for the SEC)fiscal year then ended, all prepared and accompanying notes thereto, each in accordance with Regulation S-X under reasonable detail showing (for fiscal years of Holdings ending December 31, 2018 and thereafter) in comparative form the Securities Act figures for the previous fiscal year, audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (iiA) is solely a management report consequence of an impending stated final maturity date or (B) relates to any potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basisAgent) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. (i) Within 90 ninety (90) days after the end of each fiscal year Fiscal Year: (but no later than A) audited consolidated Financial Statements of NMHG Holding and its Subsidiaries reported on by the date Accounting Firm, which report shall be unqualified (or, if qualified, only as to non-material matters) and shall state that such Financial Statements fairly present the consolidated financial position of NMHG Holding and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Holdings is required such Accounting Firm shall concur and which shall have been disclosed in the notes to file the Financial Statements) and that the examination by such Accounting Firm in connection with such consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and (B) the consolidating balance sheets of NMHG Holding, which includes the wholesale and retail divisions of NMHG Holding and eliminations as at the end of such period and the related consolidating statements of income and cash flow of NMHG Holding, which includes the wholesale and retail divisions of NMHG Holding and eliminations of NMHG Holding for such Fiscal Year; (ii) Within one hundred thirty-five (135) days after the end of each Fiscal Year: (A) the consolidated audited (by an Accounting Firm) balance sheets of the UK Borrower as at the end of such period and the related audited (by an Accounting Firm) consolidated statements of income and cash flow of the UK Borrower for such Fiscal Year, which balance sheets and statements of income constitute the local statutory reports; and (B) the consolidated audited balance sheets of the Netherlands Borrower and its Subsidiaries as at the end of such period and the related audited (by an Accounting Firm) consolidated statements of income and cash flow of the Netherlands Borrower and its Subsidiaries for such Fiscal Year, which balance sheets and statements of income constitute the local statutory reports; in each case, certified by a Form 10-K under the Exchange Act), (i) Financial Officer of NMHG Holding as fairly presenting the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entitywhere applicable) balance sheet of Holdings as financial position of the end reporting Persons as at the dates indicated and the results of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income their operations and cash flows separating out results consistent with reporting to flow for the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year periods indicated in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory with respect to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)UK Borrower, the financial conditionNetherlands Borrower and/or their Subsidiaries, results of operations GAAP in the United Kingdom and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal yearNetherlands, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;respectively).

Annual Reports. Within As soon as available after the end of each Fiscal Year, and in any event, after delivery of the financial information required by clause (h) below, within 90 days after the end of each fiscal year (but no later than Fiscal Year, financial information regarding the date on which Holdings is required to file a Form 10-K under Borrower and its Subsidiaries consisting of Consolidated balance sheets of the Exchange Act), (i) the consolidated Borrower and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of the SEC)Borrower and its Subsidiaries for such Fiscal Year, all prepared in accordance conformity with Regulation S-X under GAAP (subject to adjustments required in connection with the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one resolution of the other “Big 4” Borrower's outstanding accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly presentissues with the agreement of the Borrower's Accountants) and certified, in all material respectsthe case of such Consolidated Financial Statements, (i) prior to delivery of the consolidated financial conditioninformation required by clause (h) below, by a Responsible Officer of the Borrower as fairly presenting the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of operations, their operations and cash flows and changes in stockholders’ equity of flow for the Consolidated Companies as of the end of and for such fiscal year periods indicated in accordance with GAAP consistently applied(subject to adjustments required in connection with the resolution of the Borrower's outstanding accounting issues with the agreement of the Borrower's Accountants), and (ii) a management report in a form reasonably satisfactory after delivery of the restated financial information required by clause (h) below, without qualification as to the Administrative Agent setting forthscope of the audit by the Borrower's Accountants, together with the report of such accounting firm stating that (A) such Financial Statements fairly present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a consolidating basis consistent with prior years (except for changes with which the Borrower's Accountants shall concur and which that have been disclosed in the notes to the Financial Statements), and (B) the examination by region the Borrower's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V has occurred and is continuing, or, if requested by in the Collateral Agent exercising opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in its reasonable credit judgmentrespect of such financial covenants, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) statement as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;nature thereof.

Annual Reports. Within 90 As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each fiscal year (but no later and in any case not less than the date on which Holdings is required to file a Form 10-K under the Exchange Actone time in each calendar year), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Parent Borrowerthe Designated Company as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or other qualificationexplanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Parent Borrowerthe Designated Company as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedU.S. GAAP, (ii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthAgent, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Parent Borrowerthe Designated Company for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year (it being understood that the information required by clauses (i) and its budgeted results (ii) of operations this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and cash flowsmanagement’s discussion therein comply with the requirements set forth above)), (iii) a management’s discussion consolidating balance sheets, statements of income and analysis cash flows of the financial condition Parent BorrowerDesignated Company and its Restricted Subsidiaries separating out the results of operations for such fiscal year, as compared to the previous fiscal year by region and (iv) a schedule setting forth such other consolidating balance sheets, statements of income and cash flows of the intercompany Indebtedness outstanding Parent BorrowerDesignated Company and changes thereto since its Restricted Subsidiaries as may be required to be delivered pursuant to the prior fiscal yearTerm Loan Credit Agreement (or any Term Loan Credit Agreement Refinancing Indebtedness);

Annual Reports. Within 90 95 days after the end of each fiscal year (but no later than Fiscal Year, financial information regarding Holdings and its Subsidiaries and the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the Borrower and its Subsidiaries consisting of consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet sheets of Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of Holdings and its Subsidiaries and the SEC)Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such consolidated financial statements, without qualification as to the scope of the audit or as to Holdings or the Borrower being a going concern by Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇P or other "big five" firm of independent public accountants (or their successors), together with the report of such accounting firm stating that (i) such consolidated financial statements fairly present the financial position of Holdings and its Subsidiaries and the Borrower and its Subsidiaries, as the case may be, as of the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and which shall have been disclosed in the notes to the financial statements), and (ii) the examination by such accountants in connection with such consolidated financial statements has been made in accordance with Regulation S-X under the Securities Act generally accepted auditing standards, and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to a certificate stating that in the Administrative Agent or one course of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity regular audit of the Consolidated Companies business of Holdings and its Subsidiaries and the Borrower and its Subsidiaries, as the case may be, such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the end of financial covenants contained in Article V has occurred and for such fiscal year in accordance with GAAP consistently appliedis continuing, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by in the Collateral Agent exercising opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in its reasonable credit judgmentrespect of such financial covenants, by entity)a statement as to the nature thereof; provided, the however, that consolidating financial condition, results of operations and cash flows information shall only be required in respect of the Consolidated Companies (on a Borrower and the Restricted Subsidiaries and consolidated basis) as financial information shall be provided in respect of the end of Borrower and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Restricted Subsidiaries.

Annual Reports. Within 90 The Company shall furnish to the Lenders as soon as available, and in any event within 120 days after the end of each fiscal year, the Consolidated and Consolidating balance sheets of the Company and its Subsidiaries and of the Parent and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating statements of income and Consolidated statements of changes in shareholders' equity and of cash flows of the Company and its Subsidiaries and of the Parent and its Subsidiaries for such fiscal year (but no later than all in reasonable detail) and together, in the date on which Holdings is required to file a Form 10-K under case of Consolidated financial statements, with comparative figures for the Exchange Act)immediately preceding fiscal year, all accompanied by: (ia) the consolidated and consolidating Reports of KPMG Peat Marwick LLP (by region or, if requested they cease to be auditors of the Parent and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material qualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries and of the Parent and its Subsidiaries at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (b) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (c) Computations by the Collateral Agent exercising Company comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Lenders in its reasonable credit judgmentaccordance with Section 6.4.5. (d) Computations by the Company in substantially the form of Exhibit 6.4 demonstrating, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including compliance with the Computation Covenants, certified by a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Financial Officer.

Annual Reports. Within 90 Not later than one-hundred twenty (120) days after the end of each fiscal year Fiscal Year of Borrower’s operations (but no later than commencing with the date Fiscal Year ending on which Holdings December 31, 2012), Borrower shall, or shall cause Mortgage Borrower to, or to cause Master Lessee or Asset Manager to, deliver to Lender: (A) An income statement (including sales) and determination of Portfolio Four-Wall EBITDAR in respect of each Individual Property (except that for Individual Properties where a Restaurant Location is being operated as a Third-Party Brand, such information will only be required to file the extent it is available to Borrower or any Affiliate of Borrower) for such Fiscal Year and for the prior Fiscal Year; and (B) audited financial statements for Borrower, Mortgage Borrower and audited financial statements for Master Lease Guarantor for such Fiscal Year certified by an Independent Accountant in accordance with GAAP and the requirements of Regulation AB, each accompanied by an opinion of the applicable Person’s auditors, which report and opinion shall be prepared in accordance with generally accepted auditing standards; and (C) an unaudited, internally prepared statement of Borrower’s and Mortgage Borrower’s net income for the Fiscal Year and for the fourth fiscal quarter thereof stating in comparative form the figures for the previous Fiscal Year (for each Fiscal Year after Fiscal Year 2013) and the fourth fiscal quarter of the previous Fiscal Year (for each Fiscal Year after Fiscal Year 2012); and (D) a calculation of the Lease Coverage Ratio, Master Lease Variable Additional Rent and Master Lease Scheduled Additional Rent for such Fiscal Year. Such annual financial statements and reports shall also be accompanied by an Officer’s Certificate (or in the case of income statements and calculations of Portfolio Four-Wall EBITDAR with respect to the Property, a Master Lessee Officer’s Certificate) in the form required pursuant to Section 11.2.1. Notwithstanding the foregoing, the obligations in Section 11.2.2(C) and 11.2.3(B) with respect to delivery of Master Lease Guarantor financial statements may be satisfied by furnishing (A) the applicable financial statements of Guarantor (or any direct or indirect parent of Guarantor) or (B) Master Lease Guarantor’s or Guarantor’s (or any direct or indirect parent thereof), as applicable, Form 10-K under or 10-Q, as applicable, filed with the Exchange ActSEC; provided that, with respect to each of the preceding clauses (A) and (B), (i) to the consolidated extent such information relates to Guarantor (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Guarantor (or such parent), on the one hand, and consolidating the information relating to Master Lease Guarantor on a stand-alone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 11.2.3(B), such materials are accompanied by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end a report and opinion of such fiscal year Person’s auditors, which report and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all opinion shall be prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;generally accepted auditing standards.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating balance sheets of (by region or, if requested by the Collateral Agent exercising in A) Aviation Sales and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and (B) to the extent the same are routinely and regularly prepared, each Guarantor and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders' equity and cash flows flow of (A) Aviation Sales and stockholders’ equity its Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing and its Subsidiaries and each Guarantor and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Amendment Effective Date or pursuant to SECTION 28.1.1(F), as applicable, and notes thereto (including iii) a note with a balance sheet report on such consolidated Financial Statements of Aviation Sales and statements its Subsidiaries of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche Arthur Andersen LLP or other independent public c▇▇▇▇▇▇e▇ ▇▇▇▇▇▇ accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one Agent, which report shall be unqualified as to the scope of the other “Big 4” accounting firms (which opinion audit performed and as to the "going concern" status of Aviation Sales and shall not be qualified as to scope or contain any going concern or other qualification), stating Impermissible Qualification and shall state that such financial statements Financial Statements fairly present, in all material respects, present the consolidated financial conditionposition of Aviation Sales and its Subsidiaries and, to the extent included in Aviation Sales' annual Financial Statements, Leasing and its Subsidiaries and each Guarantor and its Subsidiaries as at the dates indicated and the results of operationstheir operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Arthur Andersen LLP or any such other inde▇▇▇▇▇▇t ▇▇▇▇▇▇▇ed public accountants, cash flows if applicable, shall concur and changes which shall have been disclosed in stockholders’ equity the notes to the Financial Statements) and that the examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards. Notwithstanding the foregoing, in the event the filing of Aviation Sales' annual report with the Consolidated Companies as Commission with respect to any Fiscal Year is delayed for any reason and Aviation Sales has provided Agent with written notice of such delay by the due date for the reports required for such Fiscal Year under this CLAUSE (C), Aviation Sales shall comply with the requirements of this clause (c) if it delivers the required reports by the earlier of (y) one hundred twenty (120) days after the end of and for such fiscal year in accordance Fiscal Year, or (z) substantially concurrently with GAAP consistently applied, (ii) a management its filing of its annual report in a form reasonably satisfactory to with the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Commission.

Annual Reports. Within 90 120 days after the end last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2020 (but no later than and 180 days after the date on which last day of the fiscal year of Holdings is required to file ending December 31, 2019) and within 120 days after the last day of each subsequent fiscal year thereafter, a Form 10-K under the Exchange Act), (i) copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting to the SECfiscal year ending December 31, 2021), all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that (A) such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (AI) is solely a consequence of any impending stated final maturity date of any Indebtedness, (ii) BII relates to any actual or potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a management report future date or in a future period or (CIII) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), Agent) of the financial conditionperformance of Holdings and its Restricted Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of Holdings ending December 31, results 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of operations such fiscal year (or such longer period commencing prior to the Closing Date and cash flows ending on the last day of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year);

Annual Reports. Within 90 one hundred twenty (120) days (or one hundred fifty (150) days in the case of the fiscal year ending December 31, 2014) after the end last day of each fiscal year (but no later than the date on which Holdings is required to file of Holdings, a Form 10-K under the Exchange Act), (i) copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of Holdings and its Restricted Subsidiaries for the SEC)fiscal year then ended, all prepared and accompanying notes thereto, each in accordance with Regulation S-X under reasonable detail showing in comparative form the Securities Act and figures for the previous fiscal year, accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrowers or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided, that such financial statements shall not contain a “going concern” qualification or statement, except to the extent (iiand only to the extent) that such a “going concern” qualification or statement relates to the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Incremental Equivalent Debt, Second Lien Obligations, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date; in each case, such financial statements shall be accompanied by a management report discussion and analysis (in a form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basisAgent) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. Within 90 days As soon as practicable, and in any event no later than the earlier to occur of (x) the one-hundredth (100th) day after the end of each fiscal year of the Borrower, and (but no later than y) the tenth (10th) day after the date on which Holdings is any of the following items are required to file a Form 10-K under be delivered to the Exchange Act)Commission, (ia) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of incomeconsolidated earnings, consolidated shareholders' equity and consolidated cash flows of the Borrower and stockholders’ equity its Subsidiaries for such fiscal year, and notes thereto in comparative form the corresponding figures for the previous fiscal year in form and substance sufficient to calculate the financial covenants set forth in SECTION 7.4, and (including a note with a balance sheet and statements b) an audit report on the items listed in CLAUSE (a) hereof of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (standing, which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating unqualified and shall state that such financial statements fairly present, in all material respects, present the consolidated financial condition, position of the Borrower and its Subsidiaries as at the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of their operations and cash flows for the periods indicated in conformity with generally accepted accounting principles as in effect from time to time and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this CLAUSE (ii) shall be accompanied by a certificate of such accountants that, in the course of their examination necessary for their certification of the Consolidated Companies (on a consolidated basis) as foregoing, they have obtained no knowledge of any Default or Unmatured Default under SECTION 7.4, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist under SECTION 7.4, stating the nature and status thereof. With respect to any fiscal year, if all of the end of foregoing information is fairly, accurately and completely set forth in the Borrower's Form 10-K filing with the Commission for such fiscal year, as compared to the Consolidated Companies’ financial conditionBorrower may deliver such Form 10-K filing in lieu of a separate report setting forth such information; PROVIDED, results of operations and cash flows as of HOWEVER, that the end of and for Borrower must comply with the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations timing requirements for such fiscal year, as compared to the previous fiscal year delivery whether constituting a Form 10-K filing or another report and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;must deliver any corresponding compliance certificates hereunder when due.

Annual Reports. Within 90 As soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Company and its Subsidiaries as of at the end of such fiscal year Fiscal Year and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders’ equity and cash flows, in each case of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of the Company and stockholders’ equity its Subsidiaries for such fiscal yearFiscal Year, and notes thereto (including c) in the case of such consolidated financial statements, a note with a balance sheet and statements report thereon of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte Ernst & Touche LLP Young or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to the Administrative Agent or one holders of the other “Big 4” accounting firms Notes (which opinion it being agreed that the holders of the Notes shall not be qualified as deemed to scope or contain have approved of any going concern or other qualificationsuch certified public accountants approved by the Senior Lenders for purposes of preparing similar certifications called for under the Senior Loan Documents), stating which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of the Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial condition, position of the Company and its Subsidiaries as at the dates indicated and the results of operations, their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and changes that the examination by such accountants in stockholders’ equity of the Consolidated Companies as of the end of and for connection with such fiscal year consolidated financial statements has been made in accordance with GAAP consistently appliedgenerally accepted auditing standards provided, (ii) a management report in a form reasonably satisfactory however, that, with respect to any fiscal period ended 180 days or more after the Administrative Agent setting forthconsummation of an initial public offering of any of the Company’s Equity Interests, on a consolidating basis (by region orso long as Company is required to file reports under Section 13 of the Exchange Act, if requested the requirements of this paragraph shall be deemed satisfied by the Collateral Agent exercising in its reasonable credit judgment, by entity)delivery of, the financial condition, results year-end financials of operations and cash flows of the Consolidated Companies (Company on a consolidated basis) as of the end of and Form 10-K for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearFiscal Year;

Annual Reports. Within 90 days The Company shall furnish to the Lenders as soon as available, and in any event on or before the earlier of (x) the 95th day after the end of each fiscal year of the Company and (but no later than y) the fifth day after the date on which Holdings the Company is required to file a Form 10-K under the Exchange Act)Act for such fiscal year, the Consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year (iall in reasonable detail) and, in the consolidated and consolidating case of Consolidated financial statements, comparative figures for the immediately preceding fiscal year, all accompanied by the following: (by region a) Unqualified reports of KPMG LLP (or, if requested they cease to be auditors of the Company and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material qualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (b) The statement of such accountants that they have audited the foregoing Consolidated financial statements and that in the course of their audit of the Company and its Subsidiaries, nothing came to their attention that caused them to believe that the Company or any of its Subsidiaries failed to comply with the terms, covenants, provisions or conditions set forth in Sections 6.5 through 6.19 insofar as they relate to accounting matters or, if such is not the case, specifying the noncompliance and the nature thereof. This statement is furnished by such accountants with the understanding that the audit was not directed primarily towards obtaining knowledge of such noncompliance. (c) A certificate of the Company signed or authenticated by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (d) Computations by the Collateral Agent exercising Company in its reasonable credit judgmentthe form set forth in Exhibit 6.4.1 hereto demonstrating, by entity) balance sheet of Holdings as of the end of such fiscal year year, compliance with the Computation Covenants, certified by a Financial Officer. In the event of an inconsistency between Exhibit 6.4.1 and related consolidated and consolidating this Agreement, this Agreement shall govern. (by region ore) Calculations, if requested by as at the Collateral Agent exercising in its reasonable credit judgment, by entity) statements end of income, cash flows and stockholders’ equity for such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans), if any, and notes thereto (including a note with a balance sheet ii) the fair market value of the assets of any such Plan allocable to such benefits. (f) Supplements to Exhibits 7.1, 7.3 and statements of income and cash flows separating out results consistent with reporting 7.15 showing any changes in the information set forth in such Exhibits not previously furnished to the SEC)Lenders in writing, all prepared as well as any changes in accordance with Regulation Sthe Charter, By-X under laws or incumbency of officers of the Securities Act and accompanied by an opinion of Deloitte & Touche LLP Company or other independent public accountants of recognized national standing satisfactory its Subsidiaries from those previously certified to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Agent.

Annual Reports. Within 90 As soon as practicable, and in any event within (i) five (5) Business Days of the date hereof with respect to the fiscal year ended November 30, 1997 and (ii) for each other fiscal year, within ninety (90) days after the end of each such fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (ia) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of at the end end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, stockholders' equity and cash flows of the Borrower and stockholders’ equity its Subsidiaries for such fiscal year, and notes thereto in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in SECTION 7.4 and (including a note with a balance sheet and statements b) an audit report on the items listed in CLAUSE (a) hereof (other than the consolidating schedules) of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (standing, which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating unqualified and shall state that such financial statements fairly present, in all material respects, present the consolidated financial condition, position of the Borrower and its Subsidiaries as at the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of their operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year periods indicated in conformity with Agreement Accounting Principles and its budgeted results of operations and cash flows, that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this CLAUSE (iii) a management’s discussion shall be accompanied by (x) any management letter identifying material weaknesses in internal accounting controls prepared by the above-referenced accountants and analysis available at the time of delivery of the financial condition statements delivered under this CLAUSE (iii), (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and results of operations for such fiscal yearstatus thereof; PROVIDED, as compared notwithstanding the foregoing, the certificate required under clause (y) with respect to the previous fiscal year ended November 30, 1997 shall be required to be made within five (5) Business Days of the date hereof. In the event any management letter identifying material weaknesses in internal accounting controls prepared by the above- referenced accountants is delivered to the Borrower at any other time, the Borrower shall promptly, but in any event within ten (10) Business Days of the delivery thereof to the Borrower, deliver a copy thereof to the Agent and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Lenders.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating balance sheets of (by region or, if requested by A) the Collateral Agent exercising in Parent and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and (B) to the extent the same are routinely and regularly prepared, each Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders' equity and cash flows flow of (A) the Parent and stockholders’ equity its Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing and its Subsidiaries and each Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to Section 8.01(f), as applicable, and notes thereto (including ii) a note with a balance sheet report on such consolidated Financial Statements of the Parent and statements its Subsidiaries of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one Agent, which report shall be unqualified as to the scope of the other “Big 4” accounting firms (which opinion audit performed and as to the "going concern" status of the Parent and its Subsidiaries, shall not be qualified as to scope or contain any going concern or other qualification)Impermissible Qualification, stating and shall state that such financial statements Financial Statements fairly present, in all material respects, present the consolidated financial conditionposition of the Parent and its Subsidiaries and, to the extent included in the Parent's annual Financial Statements, Leasing and its Subsidiaries and each Borrower and its Subsidiaries as at the dates indicated and the results of operationstheir operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP or any such other independent certified public accountants, cash flows if applicable, shall concur and changes which shall have been disclosed in stockholders’ equity the notes to the Financial Statements) and that the examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards. Notwithstanding the foregoing, in the event (A) the filing of the Consolidated Companies as Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and Parent has provided Agent with written notice of such delay by the due date for the reports required for such Fiscal Year under this clause (c) and (B) the Borrowers shall deliver either the required reports or interim good faith estimates of the information required to be reported under this clause (c) within one hundred five (105) days after the end of and for such fiscal year in accordance Fiscal Year, upon delivery of such required reports or interim estimates within such period the Borrowers shall be deemed to have complied with GAAP consistently applied, the requirements of this clause (iic) a management with respect to such Fiscal Year; provided that Borrowers deliver the required reporting substantially concurrently with Parent's filing of its annual report in a form reasonably satisfactory to with the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Commission.

Annual Reports. Within 90 Not later than one-hundred twenty (120) days after the end of each fiscal year Fiscal Year of Borrower’s operations (but no later than commencing with the date Fiscal Year ending on which Holdings December 31, 2012), Borrower shall, or shall cause First Mezzanine Borrower, or shall cause First Mezzanine Borrower to cause Mortgage Borrower, to cause Master Lessee or Asset Manager, to deliver to Lender: (A) An income statement (including sales) and determination of Portfolio Four-Wall EBITDAR in respect of each Individual Property (except that for Individual Properties where a Restaurant Location is being operated as a Third-Party Brand, such information will only be required to file the extent it is available to Borrower or any Affiliate of Borrower) for such Fiscal Year and for the prior Fiscal Year; and (B) audited financial statements for Borrower, Mortgage Borrower and audited financial statements for Master Lease Guarantor for such Fiscal Year certified by an Independent Accountant in accordance with GAAP and the requirements of Regulation AB, each accompanied by an opinion of the applicable Person’s auditors, which report and opinion shall be prepared in accordance with generally accepted auditing standards; and (C) an unaudited, internally prepared statement of Borrower’s and each Senior Borrower’s net income for the Fiscal Year and for the fourth fiscal quarter thereof stating in comparative form the figures for the previous Fiscal Year (for each Fiscal Year after Fiscal Year 2013) and the fourth fiscal quarter of the previous Fiscal Year (for each Fiscal Year after Fiscal Year 2012); and (D) a calculation of the Lease Coverage Ratio, Master Lease Variable Additional Rent and Master Lease Scheduled Additional Rent for such Fiscal Year. Such annual financial statements and reports shall also be accompanied by an Officer’s Certificate (or in the case of income statements and calculations of Portfolio Four-Wall EBITDAR with respect to the Property, a Master Lessee Officer’s Certificate) in the form required pursuant to Section 11.2.1. Notwithstanding the foregoing, the obligations in Section 11.2.2(C) and 11.2.3(B) with respect to delivery of Master Lease Guarantor financial statements may be satisfied by furnishing (A) the applicable financial statements of Guarantor (or any direct or indirect parent of Guarantor) or (B) Master Lease Guarantor’s or Guarantor’s (or any direct or indirect parent thereof), as applicable, Form 10-K under or 10-Q, as applicable, filed with the Exchange ActSEC; provided that, with respect to each of the preceding clauses (A) and (B), (i) to the consolidated extent such information relates to Guarantor (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Guarantor (or such parent), on the one hand, and consolidating the information relating to Master Lease Guarantor on a stand-alone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 11.2.3(B), such materials are accompanied by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end a report and opinion of such fiscal year Person’s auditors, which report and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all opinion shall be prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;generally accepted auditing standards.

Annual Reports. Within 90 (i) As soon as available and in any event within eighty (80) days after the end of each fiscal year (but no later than of the date on which Holdings is required to file Company commencing with the fiscal year ending March 31, 2010, a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Company and its Subsidiaries (other than the Zimbabwe Subsidiaries) as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders’ equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements of the Company by an Approved Accounting Firm which opinion shall state that each such consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries (other than the Zimbabwe Subsidiaries) as of the date of such financial statements and their consolidated results of operations and cash flows for the period covered by such financial statements in conformity with GAAP (except for changes in the application of which such accountants concur) and shall not contain any “going concern” or like qualification or exception or qualifications arising out of the scope of the consolidated audit. (ii) As soon as available and in any event within eighty (80) days after the end of each fiscal year of the Company commencing with the fiscal year ending March 31, 2010, a consolidated and consolidating balance sheet of the Company and its Subsidiaries (other than the Zimbabwe Subsidiary) and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, setting forth (in the case of consolidated statements) the consolidated figures in comparative form for the Company’s previous fiscal year, all certified (subject to normal year end audit adjustments) as fairly presented in all material respects in accordance with GAAP by the Company’s chief financial officer, treasurer or chief accounting officer. (iii) As soon as available and notes thereto in any event within two hundred ten (210) days after the end of each fiscal year of Alliance AG commencing with the fiscal year ending March 31, 2009, the Swiss Franc Statutories of Alliance AG for such fiscal year (including a note with a balance sheet and statements a statement of income and cash flows separating out results consistent with reporting to the SECincome), all prepared in accordance with Regulation S-X under the Securities Act and accompanied certified by an opinion of Deloitte & Touche LLP Alliance AG’s chief financial officer, treasurer or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” chief accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating officer that such financial statements they fairly present, present in all material respects, respects the consolidated financial condition, results condition of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies Alliance AG as of the end of dates indicated and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of their operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;periods indicated.

Annual Reports. Within 90 days after the end of each fiscal year (but no later than Fiscal Year, financial information regarding the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the Borrower and its Subsidiaries consisting of consolidated and consolidating (by region or, if requested by balance sheets of the Collateral Agent exercising in Borrower and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of the SEC)Borrower and its Subsidiaries for such Fiscal Year, all prepared in accordance conformity with Regulation S-X under GAAP and certified, in the Securities Act and accompanied case of such consolidated financial statements, without qualification as to the scope of the audit or as to the Borrower being a going concern (other than with respect to the due date of the Obligations) by an opinion of Deloitte Ernst & Touche Young LLP or other independent public accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one Agent, together with the report of the other “Big 4” such accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), firm stating that (i) such financial statements fairly present, in all material respects, present the consolidated financial condition, position of the Borrower and its Subsidiaries as at the dates indicated and the results of operationstheir operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and which shall have been disclosed in the notes to the financial statements), cash flows and changes (ii) to the extent permitted by accounting rules and guidelines, the examination by such accountants in stockholders’ equity of the Consolidated Companies as of the end of and for connection with such fiscal year consolidated financial statements has been made in accordance with GAAP consistently appliedgenerally accepted auditing standards, (ii) and accompanied by a management report certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a form reasonably satisfactory to Default or Event of Default or a Tranche A Asset Sale Event in respect of the Administrative Agent setting forthfinancial covenants contained in ARTICLE V has occurred and is continuing, on a consolidating basis (by region or, if requested by in the Collateral Agent exercising opinion of such accounting firm, a Default or Event of Default or a Tranche A Asset Sale Event has occurred and is continuing in its reasonable credit judgmentrespect of such financial covenants, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) statement as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for nature thereof; PROVIDED that such fiscal year, as compared accountants shall not be liable to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Lenders for failure to obtain knowledge of any Default or Event of Default.

Annual Reports. Within 90 (i) As soon as practicable and in any event within ninety (90) days after the end close of each fiscal year of the Borrower (but except with respect to the fiscal year ending June 29, 1996, as provided below), the Borrower shall furnish to CIT a consolidated and consolidating statement of operations, and cash flows of the Borrower and its Subsidiaries as of the close of such fiscal year and a balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, with such statements and balance sheet to be certified by Price, Waterhouse, LLC or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to CIT. Certified year-end statements and a balance sheet for the Borrower's 1996 fiscal year shall be delivered to CIT no later than December 15, 1996. The certificate or report of such accountants shall be free of exceptions or qualifications (except with respect to the date on which Holdings is required Chapter 11 Case) with respect to file a Form 10-K under the Exchange Act), (i) the consolidated such statements and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet being prepared in compliance with GAAP and shall in any event contain a written statement of Holdings such accountants substantially to the effect that (A) such accountants examined such statements and balance sheet in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such other auditing procedures as such accountants considered necessary in the circumstances and (B) in the opinion of such accountants such statements and balance sheet present fairly, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated the results of its operations and consolidating (by region or, if requested by the Collateral Agent exercising changes in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity financial position for such fiscal year, and notes thereto (including in conformity with GAAP applied on a note with a balance sheet and statements of income and cash flows separating out results basis consistent with reporting to that of the SECpreceding fiscal year (except for changes in application in which such accountants concur), all prepared in accordance with Regulation S-X under . A copy of the Securities Act and accompanied certificate or report of the accountant signed by an opinion of Deloitte & Touche LLP or other such independent public accountants shall be delivered to CIT. As soon as it becomes available, the Borrower shall notify CIT that any management letter received by the Borrower from its independent public accountants has been prepared and, upon the request of recognized national standing satisfactory to CIT, the Administrative Agent or one Borrower shall make such letter available for review by CIT at the chief executive office of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, Borrower. (ii) Each set of statements and balance sheets delivered pursuant to this Section 8.1(a) shall be accompanied by a management certificate or report dated the date of such statements and balance sheet by the accountants who certified or reported on such statements and balance sheet stating in substance that they have reviewed this Agreement and that in making the examination necessary for their certification of such statements and balance sheet they did not become aware of any Event of Default on Potential Default based upon any financial covenant, or if they did become so aware, such certificate or report shall state the nature and period of existence thereof, if determinable. In addition, each set of statements and balance sheets delivered pursuant to Section 8.1(a) (i) shall be accompanied by a certificate certified by the Designated Financial Officer of the Borrower stating that the Borrower has complied with the Capital Expenditures covenant set forth in Sections 9.2 in form reasonably and substance satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;CIT.

Annual Reports. Within As soon as available after the end of each Fiscal Year, and in any event, after delivery of the financial information required by clause (h) below, within 90 days after the end of each fiscal year (but no later than Fiscal Year, financial information regarding the date on which Holdings is required to file a Form 10-K under Borrower and its Subsidiaries consisting of Consolidated balance sheets of the Exchange Act), (i) the consolidated Borrower and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of the SEC)Borrower and its Subsidiaries for such Fiscal Year, all prepared in accordance conformity with Regulation S-X under GAAP (subject to adjustments required in connection with the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one resolution of the other “Big 4” Borrower's outstanding accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly presentissues with the agreement of the Borrower's Accountants) and certified, in all material respectsthe case of such Consolidated Financial Statements, (i) prior to delivery of the consolidated financial conditioninformation required by clause (h) below, by a Responsible Officer of the Borrower as fairly presenting the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of operations, their operations and cash flows and changes in stockholders’ equity of flow for the Consolidated Companies as of the end of and for such fiscal year periods indicated in accordance with GAAP consistently applied(subject to adjustments required in connection with the resolution of the Borrower's outstanding accounting issues with the agreement of the Borrower's Accountants), and (ii) a management report in a form reasonably satisfactory after delivery of the restated financial information required by clause (h) below, without qualification as to the Administrative Agent setting forthscope of the audit by the Borrower's Accountants, together with the report of such accounting firm stating that (A) such Financial Statements fairly present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a consolidating basis consistent with prior years (except for changes with which the Borrower's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements), and (B) the examination by region the Borrower's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V has occurred and is continuing, or, if requested by in the Collateral Agent exercising opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in its reasonable credit judgmentrespect of such financial covenants, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) statement as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;nature thereof.

Annual Reports. Within The Holding Company shall furnish to the Lenders as soon as available, and in any event within 90 days after the end of each fiscal year, the Consolidated and Consolidating balance sheets of the Holding Company and its Subsidiaries and of the Borrower and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating statements of income and Consolidated statements of changes in shareholders' equity and of cash flows of the Holding Company and its Subsidiaries and of the Borrower and its Subsidiaries for such fiscal year (but no later than all in reasonable detail) and together, in the date on which Holdings is required to file a Form 10-K under case of Consolidated financial statements, with comparative figures for the Exchange Act)immediately preceding fiscal year, all accompanied by: (ia) the consolidated and consolidating Reports of Ernst & Young LLP (by region or, if requested they cease to be auditors of the Holding Company and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material qualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Holding Company and its Subsidiaries and of the Borrower and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (b) The statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit of the Holding Company and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists and in particular that they have no knowledge of any Default under Sections 6.5 through 6.20 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding that the examination of such accountants cannot be relied upon to give such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their audit. (c) A certificate of the Holding Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Holding Company has taken, is taking or proposes to take with respect thereto. (d) Computations by the Collateral Agent exercising Holding Company comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Lenders in its reasonable credit judgmentaccordance with Section 6.4.5. (e) Computations by the Holding Company in substantially the form of Exhibit 6.4 demonstrating, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating year, compliance with the Computation Covenants, certified by a Financial Officer. (by region orf) Calculations, if requested by as at the Collateral Agent exercising in its reasonable credit judgment, by entity) statements end of income, cash flows and stockholders’ equity for such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and notes thereto (including a note with a balance sheet ii) the fair market value of the assets of such Plan allocable to such benefits. (g) Supplements to Exhibits 7.1 and statements of income and cash flows separating out results consistent with reporting 7.3, exhibit 3.3 to the SEC)Guarantee and Security Agreement and exhibit 3.2 to the Guarantee and Pledge Agreement showing any changes in the information set forth in such exhibits not previously furnished to the Lenders in writing, all as well as any changes in the Charter, Bylaws or incumbency of officers of the Obligors from those previously certified to the Agent. (h) In the event of a change in GAAP after December 31, 1997, computations by the Holding Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory GAAP as applied to the Administrative Agent or one other covenants in Section 6 and related definitions. (i) In reasonable detail, management's discussion and analysis of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows the financial condition of the Consolidated Companies (on a consolidated basis) Holding Company and its Subsidiaries and the Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of at the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the covered by such financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;statements.

Annual Reports. Within 90 Other than with respect to the periods covered by Section 7.1(A)(iv), as soon as practicable, and in any event within ninety-five (95) days after the end of each fiscal year year, (but no later than a) so long as the date Borrower is a reporting company under the Securities and Exchange Act of 1934, the Borrower's annual report on which Holdings is required to file a Form 10-K (or any replacement form adopted by the Commission) and (b) if the Borrower is no longer a reporting company under the Securities and Exchange Act)Act of 1934, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, stockholders' equity and cash flows of the Borrower and stockholders’ equity its Subsidiaries for such fiscal year, and notes thereto in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.4, and, in either case, an audit report on such financial statements (including a note with a balance sheet and statements other than the consolidating schedules) of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (standing, which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating unqualified and shall state that such financial statements fairly present, in all material respects, present the consolidated and consolidating financial condition, position of the Borrower and its Subsidiaries as at the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards; provided, however, that all such financial information and certifications shall be subject to the Catalina Re-Audit and any restatements of or modifications to financial statements or financial information resulting therefrom up to the Financial Information Restatement Limit; provided, further, that failure to deliver any audited document required pursuant to this Section for the fiscal year ending March 31, 2004 prior to the completion of the Consolidated Companies (on Catalina Re-Audit shall not be deemed to be a consolidated basis) as breach of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) this Agreement or a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Default under Article VIII hereof.

Annual Reports. Within 90 Borrower shall furnish to Lender (and shall cause Owner to furnish to Lender) annually, within one hundred twenty (120) days after the end of each fiscal calendar year (but no later than a) an annual balance sheet, profit and loss statement, statement of cash flow, and statement of change in financial position of Borrower and Owner audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being acknowledged and agreed that CohnReznick is reasonably acceptable to Lender) and (b) an annual operating statement of the Property audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being acknowledged and agreed that CohnReznick is reasonably acceptable to Lender), detailing the revenues received, the expenses incurred and major capital improvements for the period of calculation and containing appropriate year-to-date information, it being acknowledged and agreed that B▇▇▇▇▇▇▇’s or Owner’s financial statements may be consolidated with Guarantor’s financial statements. Such financial statements (i) shall be in form and substance reasonably and in good faith satisfactory to Lender (it being agreed that the form and substance of the financial statements delivered by B▇▇▇▇▇▇▇ and Guarantor to Lender prior to the Closing Date are hereby acknowledged as satisfactory to Lender and shall be deemed an acceptable form for all future deliveries hereunder so long as prepared on which Holdings is required to file a Form 10-K under the Exchange Actconsistent basis), (iii) shall set forth the consolidated financial condition and consolidating the income and expenses for the Property for the immediately preceding calendar year, including statements of annual net operating income and (iii) shall be accompanied by region oran Officer’s Certificate certifying (A) that such statement is true, if requested by correct, complete and accurate (in all material respects) and presents fairly the financial condition of the Property and the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all has been prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory GAAP, and, to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respectsextent required under Section 9.1 hereof, the consolidated financial conditionrequirements of Regulation AB, results (B) whether there exists a Default or Event of operationsDefault, cash flows and changes in stockholders’ equity if so, the nature thereof, the period of time it has existed and the Consolidated Companies action then being taken to remedy it, (C) that as of the end date of and for such fiscal year Officer’s Certificate, to Borrower’s knowledge, no Material Litigation exists involving Borrower, Owner, the Collateral or the Property in accordance with GAAP consistently appliedwhich all or substantially all of the potential liability is not covered by insurance, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested so, specifying such litigation and the actions being taken in relation thereto and (D) the amount by the Collateral Agent exercising in its reasonable credit judgment, which operating expenses incurred by entity), the financial condition, results of operations Borrower and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Owner for such fiscal year, as compared to period were greater than or less than the Consolidated Companies’ financial condition, results of operations and cash flows as of operating expenses reflected in the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;applicable Annual Budget.

Annual Reports. Within 90 Commencing with the Fiscal Year ended March 31, 2013, as soon as available, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (iA) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated balance sheet of Holdings CDF1 and its Subsidiaries as of the end of such fiscal year Fiscal Year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated statements of income, cash flows and stockholders’ equity and cash flow for such fiscal yearFiscal Year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all each prepared in accordance with Regulation S-X under GAAP, together with a certification by the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms Accountants that (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that i) such financial statements Consolidated Financial Statements fairly present, present in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of respects the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial conditionposition, results of operations and cash flows flow of CDF1 and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of CDF1 and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Accountants have obtained no knowledge that a financial related Default has occurred and is continuing or, if in the opinion of the Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (A)(ii) may be limited or omitted to the extent required by accounting rules or guidelines) and (B) the Consolidated Companies (on a consolidated basis) balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and related Consolidated statements of income, stockholders’ equity and cash flow for such fiscal yearFiscal Year, as compared to each prepared in accordance with GAAP, together with a certification by the Accountants that (i) such Consolidated Financial Statements fairly present in all material respects the Consolidated Companies’ financial conditionposition, results of operations and cash flows as flow of the end of Borrower and its Subsidiaries as at the dates indicated and for the previous fiscal year periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of the Borrower and its budgeted results of operations and cash flowsSubsidiaries, (iii) a management’s discussion and analysis which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Accountants have obtained no knowledge that a financial condition related Default has occurred and results is continuing or, if in the opinion of operations for the Accountants such fiscal yeara Default has occurred and is continuing, a statement as compared to the previous fiscal year nature thereof (which certification with respect to clause (B)(ii) may be limited or omitted to the extent required by accounting rules or guidelines). Notwithstanding the foregoing, on and after the Discharge of the CDF1 Credit Agreement Obligations, the requirement of the Loan Parties to deliver the items set forth in clause (ivA) a schedule setting forth of the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;first sentence above shall terminate.

Annual Reports. Within 90 120 days after the end last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2020 (but no later than and 180 days after the date on which last day of the fiscal year of Holdings is required to file a Form 10-K under the Exchange Actending December 31, 2019), (i) and within 120 days after the last day of each subsequent fiscal year thereafter, a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting to the SECfiscal year ending December 31, 2021), all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that (A) such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (AI) is solely a consequence of any impending stated final maturity date of any Indebtedness, (iiBII ) relates to any actual or potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a management report future date or in a future period or (CIII) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), Agent) of the financial conditionperformance of Holdings and its Restricted Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of Holdings ending December 31, results 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of operations such fiscal year (or such longer period commencing prior to the Closing Date and cash flows ending on the last day of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year);

Annual Reports. Within 90 120 days after the end of each fiscal year (but no later Fiscal Year other than the Fiscal Year ended January 3, 2010 (or within three Business Days following such earlier date on which Holdings Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent or Arby’s Opco Borrower is required to file a Form 10-K under the Exchange Act), (i) the consolidated financial information regarding Ultimate Parent Co-Borrower and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Subsidiaries consisting of Consolidated balance sheet sheets of Holdings Ultimate Parent Co-Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, income and cash flows of Ultimate Parent Co-Borrower and stockholders’ equity its Subsidiaries for such fiscal yearFiscal Year, and notes thereto thereto, all prepared in accordance with GAAP and audited, without qualification, by Borrower’s Accountants, together with the report of such accounting firm stating that (including i) such Financial Statements fairly present in all material respects the Consolidated financial position of Ultimate Parent Co-Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP applied on a note basis consistent with prior years (except for changes with which Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards. In addition, Ultimate Parent Co-Borrower shall provide a separate schedule displaying a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)each Unrestricted Subsidiary (if Ultimate Parent Co-Borrower has, all prepared in accordance with Regulation Sor during such Fiscal Year had, any Unrestricted Subsidiaries) certified by a Responsible Officer of Ultimate Parent Co-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified Borrower as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, presenting in all material respectsrespects the information set forth therein in a manner consistent with Ultimate Parent Co-Borrower’s internal consolidating schedules that support the Consolidated financial statements of Ultimate Parent Co-Borrower referred to above; provided that, as used in this Section 6.1(b), the consolidated term “Ultimate Parent Co-Borrower” shall be deemed replaced with the term “Arby’s Opco Borrower” with respect to Fiscal Year ended December 28, 2008 and that with respect to such Fiscal Year Arby’s Opco Borrower shall deliver any consolidating financial condition, results of operations, cash flows and changes in stockholders’ equity statements that would have been required under the Original Credit Agreement. Within 120 days after the end of the Fiscal Year ended January 3, 2010 (or within three Business Days following such earlier date on which Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent or Arby’s Opco Borrower is required to file a Form 10-K under the Exchange Act), financial information regarding Ultimate Parent Co-Borrower and its Subsidiaries consisting of Consolidated Companies balance sheets of each of Sponsor, Arby’s Opco Borrower and WII Co-Borrower and their respective Subsidiaries as of the end of such year and related statements of income and cash flows of each such consolidated group for such fiscal year Fiscal Year, and notes thereto, all prepared in accor- dance with GAAP and audited, without qualification, by Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present in all material respects the Consolidated financial position of each such group as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP consistently applied, applied on a basis consistent with prior years (except for changes with which Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards. In addition, Ultimate Parent Co-Borrower shall provide a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on separate schedule displaying a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results balance sheet and statements of operations income and cash flows separating out each Unrestricted Subsidiary (if Ultimate Parent Co-Borrower has, or during such Fiscal Year had, any Unrestricted Subsidiaries) certified by a Responsible Officer of Ultimate Parent Co-Borrower as fairly presenting in all material respects the information set forth therein in a manner consistent with Ultimate Parent Co-Borrower’s internal consolidating schedules that support the Consolidated Companies financial statements referred to above. In addition, Ultimate Parent Co-Borrower shall provide a report that starts with the Sponsor’s audited financial statements and then removes assets and liabilities of Sponsor (on a consolidated basis) that are not assets or liabilities of Ultimate Parent Co-Borrower), which report shall be accompanied by an “Agreed Upon Procedures” letter from Borrower’s Accountants and which report shall be certified by the Chief Financial Officer of Ultimate Parent Co-Borrower as of the end of true and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;correct in all material respects.

Annual Reports. Within 90 (i) As soon as available and in any event within ninety (90) days after the end of each the fiscal year (but no later than the date on which Holdings is required to file ending March 31, 2005, a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings DIMON and its Subsidiaries and of Standard and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders’ equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by opinions on such consolidated statements by Approved Accounting Firms which opinions shall state that such consolidated financial statements present fairly the consolidated financial position of DIMON and its Subsidiaries and of Standard and its Subsidiaries, respectively, as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any “going concern” or like qualification or exception or qualifications arising out of the scope of the consolidated audit. (ii) As soon as available and in any event within ninety (90) days after the end of the fiscal year ending March 31, 2005, a consolidated and consolidating balance sheet of DIMON and its Subsidiaries and of Standard and its Subsidiaries, and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, setting forth (in the case of consolidated statements) the consolidated figures in comparative form for DIMON’s or Standard’s, as applicable, previous fiscal year, all certified (subject to normal year-end audit adjustments) as complete and notes thereto correct in all material respects by DIMON’s or Standard’s (including as applicable) chief financial officer, treasurer or chief accounting officer. (iii) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company commencing with the fiscal year ending March 31, 2006, a note with a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and cash flows separating out results consistent with reporting to stockholders’ equity for such fiscal year, setting forth in each case in comparative form the SEC)figures for the previous fiscal year, all prepared in accordance with Regulation S-X under the Securities Act reasonable detail and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one on such consolidated statements of the other “Big 4” accounting firms (Company by an Approved Accounting Firm which opinion shall not be qualified state that each such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as to scope or contain any going concern or other qualification), stating that of the date of such financial statements fairly present, and their consolidated results of their operations and cash flows for the period covered by such financial statements in all material respects, conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any “going concern” or like qualification or exception or qualifications arising out of the scope of the consolidated financial conditionaudit. (iv) As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company commencing with the fiscal year ending March 31, results 2006, a consolidated and consolidating balance sheet of operationsthe Company and its Subsidiaries, and the related consolidated and consolidating statements of income, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, setting forth (in the case of consolidated statements) the consolidated figures in comparative form for the Company’s previous fiscal year, all certified (subject to normal year-end audit adjustments) as compared to complete and correct in all material respects by the Consolidated Companies’ Company’s chief financial conditionofficer, results of operations treasurer or chief accounting officer. (v) As soon as available and cash flows as of in any event within two hundred ten (210) days after the end of and for the previous each fiscal year and its budgeted results of operations and cash flowsDIAG commencing with the fiscal year ending ▇▇▇▇▇ ▇▇, (iii) a management’s discussion and analysis ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Statutories of the financial condition and results of operations DIAG for such fiscal yearyear (including a balance sheet and a statement of income), certified as compared to the previous fiscal year complete and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;correct in all material respects by DIAG’s chief financial officer, treasurer or chief accounting officer.

Annual Reports. Within 90 As soon as available and in any event within 91 days after the end of each fiscal year Fiscal Year (but no later than or, in the date case of the audited reports due for Fiscal Year 2008 and Fiscal Year 2009, on which Holdings is required or prior to file a Form 10-K under the Exchange ActDecember 31, 2009), (i) the consolidated a Consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year Fiscal Year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated statements of incomeoperations, cash flows and stockholders’ equity for such fiscal yearFiscal Year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to setting forth in each case in comparative form the SEC)figures for the previous Fiscal Year, all prepared in conformity with GAAP and certified, without qualification as to the scope of the audit or as to the Borrower being a going concern, by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such accounting firm shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by such accounting firm in connection with such Financial Statements has been made in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory generally accepted auditing standards; provided, however notwithstanding anything to the Administrative Agent or one contrary contained in this clause (a), the Borrower shall be required to provide, within 91 days after the end of Fiscal Year 2009, unaudited Consolidated and consolidating balance sheet of the other “Big 4” accounting firms (which opinion shall not be qualified Borrower and its Consolidated Subsidiaries as to scope or contain any going concern or other qualification), stating that of the such financial Fiscal Year and the related unaudited Consolidated statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all prepared in conformity with GAAP and certified by the Borrower’s chief executive officer, chief financial officer or chief accounting officer that, subject to adjustments to reflect the Accounting Investigation and any Restatement (i) such Financial Statements fairly present the Consolidated financial condition of the Consolidated Companies Borrower and its Subsidiaries as of at the end of dates indicated and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of their operations and cash flows of flow for the Consolidated Companies (periods indicated in conformity with GAAP applied on a consolidated basis) as of basis consistent with prior years (except for changes with which the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a managementBorrower’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Accountants shall concur).

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (ia) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, stockholders' equity and cash flows of the Borrower and stockholders’ equity its Subsidiaries for such fiscal year, and notes thereto in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in SECTION 7.4, (including b) a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting schedule from the Borrower setting forth for each item in CLAUSE (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year delivered pursuant to the SECSECTION 7.1(A)(iv), all prepared and (c) an audit report on the items listed in accordance with Regulation S-X under the Securities Act and accompanied by an opinion CLAUSE (a) hereof of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (standing, which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating unqualified and shall state that such financial statements fairly present, in all material respects, present the consolidated and consolidating financial condition, position of the Borrower and its Subsidiaries as at the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this CLAUSE (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the Consolidated Companies foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof, and (on z) a consolidated basis) as of the end of and for letter from such fiscal year, as compared accountants addressed to the Consolidated Companies’ Lenders acknowledging that the Lenders are extending credit in primary reliance on such financial condition, results of operations statements and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for authorizing such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;reliance.

Annual Reports. Within 90 As soon as practicable, and in any event within --------------- ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (ia) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Company and its Subsidiaries as of at the end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, income and the related consolidated statement of stockholders' equity and cash flows flow of the Company and stockholders’ equity its Subsidiaries for such fiscal year, and, in comparative form the corresponding figures for the previous fiscal year, (b) a schedule from the Company setting forth for each item in clause (a) hereof, ---------- the corresponding figures from the ▇▇▇▇▇▇▇-dated financial budget for the current fiscal year delivered pursuant to Section 6.1(A)(iv), and notes thereto (including a note with a balance sheet c) an audit ------------------ report on the items (other than the consolidating financial statements) listed in clause (a) hereof of independent certified public accountants of recognized ---------- national standing, which audit report shall be unqualified and shall state that such financial statements fairly present in all material respects the consolidated financial position of income the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows separating out results consistent flow for the periods indicated in conformity with reporting to Agreement Accounting Principles and that the SEC), all prepared examination by such accountants in connection with such consolidated financial statements has been made in accordance with Regulation S-X under the Securities Act and generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be ----------- accompanied by an a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing (such examination utilizing only their customary audit procedures without any necessity of conducting extra procedures for purposes of this certificates), they have obtained no knowledge of such Default or Unmatured Default under Section 6.4, or if, in the opinion of Deloitte & Touche LLP such accountants, any Default or other --------- Unmatured Default shall exist, stating the nature and status thereof. Such ---- deliveries shall also, not later than one hundred twenty days after the end of such fiscal year, be accompanied by the management recommendation letter from such accountants delivered in connection with such financial statements (x) confirming that although no separate internal controls audit was conducted, in the process of their regular audit, the internal systems and controls were reviewed on a limited basis, and (y) listing any recommendations made to the Company with respect to its internal systems and controls. If the Required Lenders are not satisfied with the management recommendation letter's treatment of the Company's internal systems and controls, they shall have the right to require the Company to direct independent certified public accountants of recognized national standing satisfactory to prepare an audit report on the Administrative Agent or one internal systems and controls of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year Company and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Subsidiaries.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days (or such shorter period of time as is required by the Commission for delivery of annual financial statements) after the end of each fiscal year (but no later than including the date fiscal year ended on which Holdings is required to file a Form 10-K under the Exchange Actor about December 31, 2001), (ia) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Company and its Subsidiaries as of at the end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of Company and its Subsidiaries for such fiscal yearyear and, as compared to in comparative form the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and corresponding figures for the previous fiscal year and (b) an audit report on the items (other than the consolidating financial statements) listed in clause (a) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present in all material respects the consolidated financial position of the Company and its budgeted Subsidiaries as at the dates indicated and the results of their operations and cash flowsflows for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. Delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the foregoing requirements of this paragraph 5A(a)(iii), provided that the auditors' report contained therein satisfies the requirements specified in clause (b) above. The deliveries made pursuant to this clause (iii) shall be accompanied by a management’s discussion and analysis certificate of such accountants that, in the course of their examination necessary for their certification of the financial condition foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearstatus thereof;

Annual Reports. Within 90 Not later than 120 days after the end of each fiscal year (but no provided that, for each of the fiscal year ended December 31, 2019 and the fiscal year ended December 31, 2020, such deliveries under this Section 5.01(a) shall be required to be delivered not later than 150 days after the date on which Holdings is required to file a Form 10-K under the Exchange Actend of such fiscal year), (i) for the fiscal year ending December 31, 2017, (A) the consolidated statements of income, cash flows and consolidating members’ equity of ▇▇▇▇ Group LLC for the period commencing January 1, 2017 and ending October 1, 2017 and (by region or, if requested by B) the Collateral Agent exercising in its reasonable credit judgment, by entity) consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholdersmembers’ equity for the period commencing October 2, 2017 and ending on December 31, 2017; and (ii) for each fiscal year ending after December 31, 2017, the consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members’ equity for such fiscal year, and commencing with the financial statements for the fiscal year ending December 31, 2019, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto thereto, in each case of clauses (including i) and (ii), (x) which consolidated statements shall be accompanied by a note with certificate of a balance sheet Financial Officer stating that such financial statements present fairly in all material respects the financial position and statements results of income operations and cash flows separating out results consistent with reporting of Holdings and its consolidated Subsidiaries as of the dates and for the periods to the SEC), all prepared which they relate in accordance with Regulation S-X under the Securities Act GAAP and (y) which consolidated statements shall be accompanied by an unqualified opinion of Deloitte ▇▇▇▇▇ & Touche LLP Young or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms Lender Representative (which opinion shall not be qualified as to scope or contain any going concern or other qualificationmaterial qualification (other than qualifications related to current scheduled debt maturities under the Loan Documents or any Permitted Revolving Credit Facility and any prospective (but not actual) Default under Section 6.09 or default under any financial covenant under any Permitted Revolving Credit Facility), ) stating that such financial statements present fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), respects the financial condition, position and results of operations and cash flows of the Consolidated Companies (on a Holdings and its consolidated basis) Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of dates and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared periods to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;which they relate.

Annual Reports. Within 90 (i) In addition to the monthly reports required under this Section 6.2 annually, within 100 days after following the end of each Borrower's and its Subsidiaries' fiscal year year, Borrower shall deliver to Agent an original signed counterpart of Borrower's and its Subsidiaries' annual financial statement, on a consolidated and consolidating basis, which statement shall have been audited by, and bear the unqualified opinion of Borrower's independent certified public accountants reasonably acceptable to Agent (but no later than i.e. said statement shall be "certified" by such accountants) certifying that such statements have been prepared in accordance with GAAP and without any explanatory paragraphs or other qualifying paragraphs, together with (x) a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the date on which Holdings is required existence of any Default or Event of Default, and (y) a copy of such accountant's letter to file management. Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, profit and loss statement, income statement of changes in shareholders' equity, and cash flows. Borrower shall provide an interim draft of such financial statements within 60 days after year-end, inclusive of subsequent periods, until the year-end statements are finalized. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K under Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Act)Commission as soon as the same are filed, (i) the consolidated any press releases of Borrower, and consolidating (any other information that is provided by region orBorrower to its shareholders, if and any other report reasonably requested by Agent relating to the Collateral Agent exercising in financial condition of Borrower and its reasonable credit judgment, by entitySubsidiaries. Within five (5) balance sheet of Holdings as Business Days of the end Closing Date, Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of such fiscal year Borrower's and its Subsidiaries' financial statements, papers related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yearthereto, and notes thereto (including a note with a balance sheet other accounting records of any nature in their possession and statements of income to disclose to Agent any information they may have regarding Borrower's and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act its Subsidiaries' business affairs and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, . (ii) a management report Each annual statement shall be accompanied by such accountant's certificate indicating that in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows course of the Consolidated Companies (on a consolidated basis) as regular audit of the end Borrower's business, such accountant has obtained no knowledge that an Event of Default has occurred and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, is continuing. (iii) a management’s discussion and analysis of Borrower hereby acknowledges that the Lender Group relied upon Borrower's audited financial condition and results of operations statements for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;ended January 31, 2000 in extending credit to Borrower.

Annual Reports. Within 90 days after the end By January 31 of each fiscal year of this OLSA, the Tribe shall provide the PUD with a written annual report (but no later than similar in form and substance to Attachment D) summarizing the date on which Holdings activities undertaken and funds expended for each authorized purpose under the Conservation Program during the preceding calendar year. Within the same timeframe, the Tribe shall provide the Technical Committee with a similar report summarizing activities undertaken within each authorized purpose of the Conservation Program (subsection 6.5) for the calendar year. The PUD shall not request, nor shall the Tribe be required to provide, sensitive information not related to the subject matter of this OLSA. The PUD shall notify the Tribe if it has any concerns about the annual report within 30 days of receipt. The Tribe shall make a good faith effort to address any concerns that are within the scope of what the Tribe is required to file provide under this subsection, and shall provide the PUD with a Form 10-K under revised annual report within 30 days of receiving notice of the Exchange Act)PUD’s concerns. The revised annual report shall be considered final unless the PUD initiates arbitration pursuant to the paragraph below. If the PUD does not initiate arbitration within 30 days of receiving the revised annual report, the PUD shall waive such right as well as all future claims that the Tribe has mismanaged funds during the preceding calendar year. In the event that: (i1) the consolidated and consolidating (by region or, if requested Tribe does not provide a written annual report to the PUD by the Collateral Agent exercising January 31 deadline; or (2) the PUD reasonably believes, based on the content of or an omission from the revised annual report provided by the Tribe pursuant to the paragraph above, that the Tribe has managed or expended Conservation Program funds in a grossly negligent manner, the PUD shall have the right to initiate arbitration under subsection 8.3. The PUD shall have the right to suspend payments due under subsection 6.4 until the arbitration is completed, and any such suspension shall not constitute a material breach under subsection 4.4. If the arbitrator finds that the Tribe managed or expended Conservation Program funds in a grossly negligent manner, the PUD may treat that as a finding of material breach and terminate this OLSA under subsection 4.2. If the Washington State Auditor requests information from the PUD concerning the Tribe’s use of funds provided by the PUD under this Section, and if that information has not been provided by the Tribe in its reasonable credit judgmentannual report pursuant to the preceding paragraph, by entity) balance sheet of Holdings as the PUD shall provide the Tribe with a copy of the end Washington State Auditor’s request for information. The Tribe shall cooperate with the PUD to timely respond to the Washington State Auditor’s request unless the Tribe concludes in good faith that to do so would harm the Tribe’s sovereign interests, in which case the PUD shall have the right to initiate dispute resolution under Section 8 to determine whether such conclusion was made in good faith. The PUD shall have the right to suspend payments during the pendency of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yeardispute resolution process, and notes thereto (including any suspension based on a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion good faith belief that such suspension is justified shall not constitute a material breach under subsection 4.4. Nothing in this subsection, including the requirement to cooperate in responding to information requests from the State Auditor, shall be qualified construed as obligating the Tribe to scope or contain adhere to any going concern or other qualification), stating particular state government audit standards. If the arbitrator finds that such financial statements fairly present, the PUD’s suspension of payment under this subsection was not made in all material respectsgood faith, the consolidated financial condition, results of operations, cash flows PUD shall pay the Tribe the balance due up to that date under subsection 6.4 and changes in stockholders’ equity of the Consolidated Companies Tribe’s reasonable attorney fees. The Tribe may also treat such a finding as of the end of a material breach and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;terminate this OLSA under subsection 4.2. SECTION 7: WATER QUALITY COMPLIANCE

Annual Reports. Within (i) In addition to the monthly reports required under this SECTION 6.2 annually, within 90 days after following the end of each Borrower's and its Subsidiaries' fiscal year year, Borrower shall deliver to Agent an original signed counterpart of Borrower's and its Subsidiaries' annual financial statement, on a consolidated and consolidating basis, which statement shall have been audited by, and bear the opinion of Borrower's independent certified public accountants reasonably acceptable to Agent (but no later than i.e. said statement shall be "certified" by such accountants) certifying that such statements have been prepared in accordance with GAAP, together with (x) a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the date on which Holdings is required existence of any Default or Event of Default, and (y) a copy of such accountant's letter to file management. Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, profit and loss statement, statement of changes in shareholders' equity, and cash flows. The Agent acknowledges that any "Big Five" public accounting firm shall be acceptable to it for purposes of this paragraph. Borrower shall provide an interim draft of such financial statements within 60 days after year-end, inclusive of subsequent periods, until the year-end statements are finalized. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K under Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Act)Commission within three (3) Business Days after they are filed, (i) the consolidated any press releases of Borrower, and consolidating (any other information that is provided by region orBorrower to its shareholders, if and any other report reasonably requested by Agent relating to the Collateral financial condition of Borrower and its Subsidiaries. Prior to the Closing Date, Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent exercising and to release to Agent whatever financial information concerning Borrower that Agent may reasonably request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's and its Subsidiaries' financial statements, papers related thereto, and other accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Borrower's and its reasonable credit judgment, Subsidiaries' business affairs and financial condition. (ii) Each annual statement shall be accompanied by entity) balance sheet of Holdings as of such accountant's certificate indicating that to the end best knowledge of such fiscal year and related consolidated and consolidating accountant, no event has occurred which is or which, solely with the passage of time or the giving of notice (by region oror both) would be, if requested by an Event of Default, provided, however, that in issuing such certificate, the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion accountant shall not be qualified as require to scope or contain any going concern or other qualification), stating that go beyond normal accounting procedures conducted in connection with such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, annual statement. (iii) a management’s discussion and analysis of Borrower hereby acknowledges that the Lender Group relied upon Borrower's audited financial condition and results of operations statements for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;ended January 31, 1998 in extending credit to Borrower.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end close of each fiscal year (but no later than of the date on which Holdings is required US Borrower, the US Borrower shall furnish to file the Agent Consolidated audited statements of income, changes in shareholder's equity and cash flows of the US Borrower and its Subsidiaries for such fiscal year and a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated audited balance sheet of Holdings the US Borrower and its Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur) with such financial statements to be certified by an independent certified public accounting firm of recognized standing selected by the US Borrower and reasonably acceptable to the Agent and the Majority Banks (the "Auditor"). The certificate or report of such Auditor shall be free of exception or qualifications not reasonably acceptable to the Agent and the Majority Banks and shall in any event contain a written statement of such Auditor substantially to the effect that such Auditor examined such financial statements in accordance with generally accepted auditing standards. As soon as practicable, and in any event within ninety (90) days after 270034751 270134563 the close of each fiscal year of the US Borrower, the US Borrower shall furnish to the Agent and each Bank a consolidating statement of income of the US Borrower and its Subsidiaries for such fiscal year and a consolidating balance sheet of the US Borrower and its Subsidiaries as of the close of such fiscal year, all in reasonable detail. All such financial statements shall be prepared by the US Borrower and certified by the Chief Financial Officer, Treasurer, Financial Controller or Operations Controller of the US Borrower as presenting fairly in all material respects the consolidating financial position of the US Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of their operations for such fiscal year, as compared in conformity with GAAP (subject to normal and recurring year-end audit adjustments) applied in a manner consistent with that of the most recent audited financial statements of the US Borrower and its Subsidiaries furnished to the previous fiscal year Agent and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Banks.

Annual Reports. Within 90 120 days after the end of each fiscal year (but no later than Fiscal Year, the date on which Holdings is required General Partner shall send to file each Person who was a Form 10-K under Limited Partner at any time during such Fiscal Year the Exchange Act), following written materials: (i) financial statements for the consolidated and consolidating (by region orPartnership for such Fiscal Year, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) including a balance sheet of Holdings as of the end of such fiscal year Fiscal Year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity Partners' equity, which shall be prepared in accordance with Section 12.3 and shall be accompanied by an auditor's report containing an opinion of the Consolidated Companies Accountants; (ii) an analysis, prepared by the General Partner (which need not be audited, but shall be reviewed, by the Accountants), of distributions made to the General Partner and the Limited Partners during such Fiscal Year separately identifying the portion (if any) of such distributions from: (A) Cash Flow during such period; (B) Cash Flows from prior periods; (C) Cash From Sales; (D) Capital Contributions originally used to establish a Reserve; (iii) a status report with respect to each piece of Equipment and each Financing Transaction which individually represents at least 10% of the aggregate Purchase Price of the Partnership's Investments held at the end of such Fiscal Year, which report shall state: (A) the condition of each such item of Equipment and of any personal property securing any Financing Transaction to which such report applies; (B) how such Equipment was being utilized as of the end of such Fiscal Year (i.e., leased, operated directly by the Partnership or held for lease, repair or sale); (C) the remaining term of any Lease to which such Equipment is subject; (D) the projected or intended use of such Equipment during the next following Fiscal Year; (E) the method used to determine values set forth therein; (F) such other information as may be relevant to the value or use of such Equipment or any personal property securing any such Financing Transaction as the General Partner, in good faith, deems appropriate; (iv) the annual report shall contain a breakdown of all fees and other compensation paid, and all costs and expenses reimbursed, to the Sponsor by the Partnership during such Fiscal Year identified (and properly allocated) as to type and amount: (A) In the case of any fees and other compensation, such breakdown shall identify the services rendered or to be rendered to the Partnership and the compensation therefor and shall summarize the terms and conditions of any contract which was not filed as an exhibit to the Registration Statement, as amended and in effect on the Effective Date. The requirement for such fiscal year information shall not be circumvented by lump-sum payments to non-Affiliates who then disburse the funds to, or for the benefit of, the Sponsor; (B) In the case of reimbursed costs and expenses, the General Partner shall also prepare an allocation of the total amount of all such items and shall include support for such allocation to demonstrate how the Partnership's portion of such total amounts were allocated between the Partnership and any other Programs in accordance with GAAP consistently appliedthis Agreement and the respective governing agreements of such other Programs. Such cost and expense allocation shall be reviewed by the Accountants in connection with their audit of the financial statements of the Partnership for such Fiscal Year in accordance with the American Institute of Certified Public Accountants United States Auditing standards relating to special reports and such Accountants shall state that, in connection with the performance of such audit, such Accountants reviewed, at a minimum, the time records of, and the nature of the work performed by, individual employees of the Sponsor, the cost of whose services were reimbursed; and (C) The additional costs of the special review required by this clause will be itemized by the Accountants on a Program by Program basis and may be reimbursed to the Sponsor by the Partnership in accordance with this subparagraph only to the extent such reimbursement, when added to the cost for all administrative services rendered, does not exceed the competitive rate for such services as determined in such report; (v) until all Capital Contributions have been invested or committed to investment in Investments and Reserves (not exceeding 3% of Gross Offering Proceeds), used to pay permitted Front-End Fees or returned to the Limited Partners (as provided in Section 8.7, above), a special report concerning all Investments made during such Fiscal Year which shall include (A) a description of the types of Equipment acquired or Financing Transactions made, (iiB) a management report the total Purchase Price paid for such categories of Investments, (C) the amounts of Capital Contributions and indebtedness used to acquire such Investments, (D) the Acquisition Fees and Acquisition Expenses paid (identified by party) in a form reasonably satisfactory to connection therewith and (E) the Administrative Agent setting forth, on a consolidating basis (by region oramount of Capital Contributions, if requested by the Collateral Agent exercising in its reasonable credit judgmentany, by entity), the financial condition, results of operations which remain unexpended and cash flows of the Consolidated Companies (on a consolidated basis) uncommitted to pending Investments as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Fiscal Year.

Annual Reports. Within 90 150 days after the end last day of each fiscal year of Holdings (but no or 180 days in the case of the fiscal years ending on or about March 31, 2021 and March 31, 2022) (or such later than date as the Required Lenders may agree in their reasonable discretion or, if later, and solely to the extent Holdings or any parent of the Borrowers is subject to the Exchange Act’s reporting requirements, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Holdings is required or such parent of the Borrowers to file a its applicable annual report on Form 10-K under the Exchange ActK), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing (for fiscal years of Holdings ending on or after March 31, 2023 and thereafter) in comparative form (to the SEC)extent such comparative presentation is permitted under GAAP) the figures for the previous fiscal year, all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrowers or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of to the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to all material respects the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in consolidated financial condition of Holdings and its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement (excluding, as compared for the avoidance of doubt, any explanatory or emphasis of matter paragraph), except to the Consolidated Companies’ extent that such a “going concern” qualification or statement (A) is a consequence of any impending stated final maturity date, (B) relates to any actual or potential inability to satisfy the Financial Covenant or any other financial conditioncovenants under any other Indebtedness, results (C) relates to the activities, operations, financial results, assets or liabilities of operations and cash flows as Unrestricted Subsidiaries or (D) is a consequence of any civil or criminal investigative demand, subpoena or other request for information arising from any investigation or inquiry by or on behalf of any Governmental Authority or any claim, complaint, other form of accusation of a potential or actual charge or claim, litigation, investigation, arbitration or any other form of proceeding or inquiry arising from or relating to any of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;foregoing.

Annual Reports. Within 90 one hundred twenty (120) days (or one hundred fifty (150) days in the case of the fiscal year ending December 31, 2014) after the end last day of each fiscal year (but no later than the date on which Holdings is required to file of Holdings, a Form 10-K under the Exchange Act), (i) copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to of Holdings and its Restricted Subsidiaries for the SEC)fiscal year then ended, all prepared and accompanying notes thereto, each in accordance with Regulation S-X under reasonable detail showing in comparative form the Securities Act and figures for the previous fiscal year, accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrowers or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided, that such financial statements shall not contain a “going concern” qualification or statement, except to the extent (iiand only to the extent) that such a “going concern” qualification or statement relates to the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Incremental Equivalent Debt, First Lien Obligations, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date; in each case, such financial statements shall be accompanied by a management report discussion and analysis (in a form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basisAgent) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating balance sheets of (by region or, if requested by A) the Collateral Agent exercising in Parent and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders' equity and cash flows flow of (A) the Parent and stockholders’ equity its Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to SECTION 8.01(f), as applicable, and notes thereto (including ii) a note with a balance sheet report on such Financial Statements of the Parent and statements its Subsidiaries of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one Agent, which report shall be unqualified and shall state that such Financial Statements fairly present the consolidated and consolidating financial position of the Parent and its Subsidiaries and, to the extent included in the Parent's annual Financial Statements, Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or any such other “Big 4” accounting firms (independent certified public accountants, if applicable, shall concur and which opinion shall not be qualified as have been disclosed in the notes to scope or contain any going concern or other qualification), stating the Financial Statements) and that the examination by such financial statements fairly presentaccountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards. Notwithstanding the foregoing, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity event (A) the filing of the Consolidated Companies as Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and Borrower has provided Agent with written notice of such delay by the due date for the reports required for such Fiscal Year under this CLAUSE (c) and (B) Borrower shall deliver either the required reports or interim good faith estimates of the information required to be reported under this CLAUSE (c) within one hundred (100) days after the end of and for each Fiscal Year, upon delivery of such fiscal year in accordance required reports or interim estimates within such period the Borrower shall be deemed to have complied with GAAP consistently applied, the requirements of this CLAUSE (iic) a management with respect to such Fiscal Year PROVIDED THAT Borrower delivers the required reporting substantially concurrently with Parent's filing of its annual report in a form reasonably satisfactory to with the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Commission.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (iA) the consolidated and consolidating (by region or, if requested by balance sheets of the Collateral Agent exercising in Lessee and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders' equity and cash flows flow of the Lessee and stockholders’ equity its Subsidiaries (the "Financial Statements"), setting forth in each case in comparative form the corresponding figures for such fiscal yearthe previous Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Initial Closing Date or pursuant to SECTION 28.1(A)(V), as applicable, and notes thereto (including B) a note with a balance sheet report on such Financial Statements of the Lessee and statements its Subsidiaries of income ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other National Accounting Firm which may be selected from time to time by the Lessee (or other independent certified public accountants acceptable to the Lessor and the Agent), which report shall be unqualified and shall state that such Financial Statements fairly present the consolidated and consolidating financial position of the Lessee and its Subsidiaries as at the dates indicated and the results of their operations and cash flows separating out results flow for the periods indicated in conformity with GAAP applied on a basis consistent with reporting prior years (except for changes with which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the SEC), all prepared Financial Statements) and that the examination by such accountants in connection with such Financial Statements has been made in accordance with Regulation S-X under generally accepted auditing standards. Notwithstanding the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to foregoing, in the Administrative Agent or one event (1) the filing of the other “Big 4” accounting firms Lessee's annual report with the SEC with respect to any Fiscal Year is delayed for any reason and the Lessee has provided the Lessor and the Agent with written notice of such delay by the due date for the reports required for such Fiscal Year under this CLAUSE (which opinion II) and (2) the Lessee shall not be qualified as to scope deliver either the required reports or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity interim good faith estimates of the Consolidated Companies as of information required to be reported under this CLAUSE (II) within one hundred (100) days after the end of and for each Fiscal Year, upon delivery of such fiscal year in accordance required reports or interim estimates within such period the Lessee shall be deemed to have complied with GAAP consistently applied, the requirements of this CLAUSE (iiII) a management with respect to such Fiscal Year PROVIDED THAT the Lessee delivers the required reporting substantially concurrently with Lessee's filing of its annual report in a form reasonably satisfactory to with the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;SEC.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (ia) the consolidated and consolidating (by region or, if requested by balance sheets of the Collateral Agent exercising in Borrower and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements statement of income, stockholders' equity and cash flows flow of the Borrower and stockholders’ equity its Subsidiaries for such fiscal yearFiscal Year, and notes thereto in comparative form the corre- sponding figures for the previous Fiscal Year along with schedules in form and substance sufficient to calculate the financial covenants set forth in SECTION 6.4, (including b) income analysis for each of the Borrower's operating divisions, (c) a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting schedule from the Borrower setting forth for each item in CLAUSE (a) hereof, the corresponding figures from the consolidated financial budget for the applicable Fiscal Year delivered pursuant to the SECSECTION 6.1(A)(v), all prepared and (d) a report on the consolidated financial statements listed in accordance with Regulation S-X under the Securities Act and accompanied by an opinion CLAUSE (U) hereof of Deloitte Ernst & Touche LLP Young or other independent certified public accountants of recognized national standing satisfactory standing, which report shall be unqualified and shall state that such consolidated financial statements fairly present the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. In addition, the Borrower, concurrently with delivery to the Administrative Agent or one Lenders of the other “Big 4” accounting firms foregoing, shall deliver to the Lenders corresponding audited financial statements for the Parent. The deliveries made pursuant to this CLAUSE (which iii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall not be qualified as to scope or contain any going concern or other qualification)exist, stating the nature and status thereof and (z) a letter from said accountants addressed to the Agent and the Lenders acknowledging that the Agent and the Lenders are extending credit in primary reliance on such financial statements fairly presentand authorizing such reliance; PROVIDED, in all material respectsHOWEVER, that should certified public accountants of national standing generally refuse to provide such a certificate or such a letter then the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for Borrower shall have no obligation to deliver such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for certificate or such fiscal yearletter, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;applicable.

Annual Reports. Within The Company shall furnish to the Lenders as soon as available, and in any event within 90 days after the end of each fiscal year, the Consolidated and Consolidating balance sheets as at the end of such fiscal year, the Consolidated and Consolidating statements of income and Consolidated statements of changes in shareholders' equity and of cash flows for such fiscal year (but no later than all in reasonable detail) and, in the date case of Consolidated financial statements, comparative figures for the immediately preceding fiscal year (it being agreed that the obligation of the Company to deliver the financial statements referred to in this paragraph may be satisfied by the delivery of annual reports of the Company to the Securities and Exchange Commission on which Holdings is required to file a Form 10-K under the Exchange Actcontaining such statements), all accompanied by: (ia) Reports of independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders, containing no material qualification, to the effect that they have audited the consolidated financial statements of the Company and consolidating its Subsidiaries in accordance with the standards of the Public Company Accounting Oversight Board (United States) (or such relevant successor standards) and that such consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (b) A certificate of the Company signed by region ora Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if requested such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (c) Computations by the Collateral Agent exercising Company in its reasonable credit judgmentsubstantially the form of Exhibit 6.4 demonstrating, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating year, compliance with the Computation Covenants, signed by a Financial Officer. (by region ord) In the event of a change in GAAP, if requested computations by the Collateral Agent exercising in its reasonable credit judgmentCompany, signed by entity) a Financial Officer, reconciling the financial statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note referred to above with a balance sheet and financial statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory GAAP as applied to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, covenants in all material respects, the consolidated financial condition, results of operations, cash flows Section 6 and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;related definitions.

Annual Reports. Within 90 150 days after the end last day of each fiscal year of Holdings, commencing with the fiscal year ending March 31, 2022 (but no or 180 days in the case of the fiscal year ending on or about March 31, 2022) (or such later than date as the Required Lenders may agree in their reasonable discretion or, if later, and solely to the extent Holdings or any parent of the Borrowers is subject to the Exchange Act’s reporting requirements, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Holdings is required or such parent of the Borrowers to file a its applicable annual report on Form 10-K under the Exchange ActK), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing (for fiscal years of Holdings ending on or after March 31, 2023 and thereafter) in comparative form (to the SEC)extent such comparative presentation is permitted under GAAP) the figures for the previous fiscal year, all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrowers or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of to the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to all material respects the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in consolidated financial condition of Holdings and its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement (excluding, as compared for the avoidance of doubt, any explanatory or emphasis of matter paragraph), except to the Consolidated Companies’ extent that such a “going concern” qualification or statement (A) is a consequence of any impending stated final maturity date, (B) relates to any actual or potential inability to satisfy the Financial Covenant or any other financial conditioncovenants under any other Indebtedness, results (C) relates to the activities, operations, financial results, assets or liabilities of operations and cash flows as Unrestricted Subsidiaries or (D) is a consequence of any civil or criminal investigative demand, subpoena or other request for information arising from any investigation or inquiry by or on behalf of any Governmental Authority or any claim, complaint, other form of accusation of a potential or actual charge or claim, litigation, investigation, arbitration or any other form of proceeding or inquiry arising from or relating to any of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;foregoing.

Annual Reports. Within 90 The Company shall furnish to the Lenders as -------------- soon as available, and in any event within 120 days after the end of each fiscal year, the Consolidated and Consolidating balance sheets of the Company and its Subsidiaries and the Parent and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating statements of income and Consolidated statements of changes in shareholders' equity and of cash flows of the Company and its Subsidiaries and the Parent and its Subsidiaries for such fiscal year (but no later than all in reasonable detail) and together, in the date on which Holdings is required case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (1) Reports of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if they cease to file a Form 10-K under be auditors of the Exchange ActCompany and its Subsidiaries and the Parent and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material qualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with GAAP and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries and the Parent and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (2) The statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit of the Company and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists under Section 6.5 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding that the examination of such accountants cannot be relied upon to give such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their audit. (3) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (4) Computations by the Company comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Lenders in accordance with Section 6.4.5. (5) Computations by the Company in substantially the form of Exhibit 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (6) Calculations, as at the end of such fiscal year, of (i) the consolidated Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) and consolidating (ii) the fair market value of the assets of such Plan allocable to such benefits. (7) A schedule, certified by region ora Financial Officer, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings showing as of the end of such fiscal year and related consolidated and consolidating (by region ori) the location of all Towers, if requested whether such Tower or the real property on which it is located is owned or leased by the Collateral Agent exercising Company and its Subsidiaries, the contribution by each Tower to Consolidated Site Leasing Revenues as then estimated in its reasonable credit judgmentgood faith by the Company, by entitywhich Towers were acquired during the most recently completed fiscal quarter and the status of all Towers under construction and (ii) statements of income, cash flows an open bid summary report and stockholders’ equity for a site development backlog report with respect to Towers. (8) Supplements to Exhibits 7.1 and 7.3 showing any changes in the information set forth in such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting exhibits not previously furnished to the SEC)Lenders in writing, all as well as any changes in the Charter, By-laws or incumbency of officers of the Obligors from those previously certified to the Agent. (9) In the event of a change in GAAP after December 31, 1997, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory GAAP as applied to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, covenants in all material respects, the consolidated financial condition, results of operations, cash flows Section 6 and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;related definitions.

Annual Reports. Within 90 (i) As soon as available and in any event within 120 days after the end of each fiscal year (but no later than Fiscal Year of the date on which Holdings is required to file Parent Guarantor, a Form 10-K under copy of the Exchange Act)annual audited consolidated report for such Fiscal Year for the Parent Guarantor, (i) the containing a consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Parent Guarantor as of the end of such fiscal year Fiscal Year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent (together with reporting to all footnotes thereto) of the SEC)Parent Guarantor for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all prepared in accordance with Regulation S-X under the Securities Act reasonable detail and accompanied reported on by an opinion of Deloitte & Touche KPMG LLP or other independent public accountants of nationally recognized national standing satisfactory (without a “going concern” or like qualification, exception or explanation (other than as a result of, a current maturity in the final year of any Indebtedness permitted under Section 7.1) and without any qualification or exception as to the Administrative Agent or one scope of such audit) to the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating effect that such financial statements present fairly present, in all material respects, respects the financial condition and the results of operations of the Parent Guarantor for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial condition, results statements has been made in accordance with generally accepted auditing standards. (ii) As soon as available and in any event within 120 days after the end of operations, cash flows and changes in stockholders’ equity each Fiscal Year of the Consolidated Companies Borrower Representative, a copy of the annual unaudited internally prepared financial statements for such Fiscal Year for the Borrower Representative and its Subsidiaries, containing an unaudited consolidated and consolidating balance sheet of the Borrower Representative and its Subsidiaries as of the end of such Fiscal Year and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of the Borrower Representative and its Subsidiaries for such fiscal year Fiscal Year, setting forth in accordance each case in comparative form the figures for the previous Fiscal Year. (iii) As soon as available and in any event within 120 days after the end of each Fiscal Year of Xchange Benefits, a copy of the annual audited report for such Fiscal Year for Xchange Benefits and its Subsidiaries, containing a consolidated balance sheet of Xchange Benefits and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows (together with GAAP consistently appliedall footnotes thereto) of Xchange Benefits and its Subsidiaries for such Fiscal Year, (ii) a management report setting forth in a each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by ▇▇▇▇▇ & Slotopolsky, LLP or other independent public accountants that are reasonably satisfactory to the Administrative Agent setting forth(without a “going concern” or like qualification, on exception or explanation (other than as a consolidating basis (by region orresult of, if requested by a current maturity in the Collateral Agent exercising final year of any Indebtedness permitted under Section 7.1) and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in its reasonable credit judgment, by entity), all material respects the financial condition, condition and the results of operations of Xchange Benefits and cash flows of the Consolidated Companies (its Subsidiaries for such Fiscal Year on a consolidated basisbasis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (iv) As soon as available and in any event within 150 days after the end of each Fiscal Year of Beat Capital, a copy of the annual audited report for such Fiscal Year for Beat Capital and its Subsidiaries, containing a consolidated balance sheet of Beat Capital and its Subsidiaries as of the end of such Fiscal Year and for such fiscal yearthe related consolidated statements of income, as compared to the Consolidated Companiesstockholders’ financial condition, results of operations equity and cash flows as (together with all footnotes thereto) of Beat Capital and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the end of and figures for the previous fiscal Fiscal Year, all in reasonable detail and reported on by KPMG LLP or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation (other than as a result of, a current maturity in the final year of any Indebtedness permitted under Section 7.1) and its budgeted results without any qualification or exception as to the scope of operations and cash flows, (iiisuch audit) a management’s discussion and analysis of to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Beat Capital and its Subsidiaries for such fiscal year, as compared to Fiscal Year on a consolidated basis in accordance with UK GAAP standards and that the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;examination by such accountants in connection with such consolidated financial statements has been made in accordance with such standards.

Annual Reports. Within 90 As soon as available, but in any event not later than [***] days after the end close of each fiscal year (but no later than Fiscal Year, Borrower will furnish to Lender the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) unaudited balance sheet of Holdings as of at the end of such Fiscal Year, and unaudited income statements and cash flow statements for Borrower for such Fiscal Year, and the notes thereto, setting forth in each case, starting with the financial statements for the fiscal year ending December 31, 2014, in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and related consolidated the results of operations of Borrower as at the date thereof and consolidating (by region or, if requested by for the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yearFiscal Year then ended, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under GAAP (other than the Securities Act exclusion of footnotes not ordinarily included in interim period financial statements). In addition, as soon as available, but in any event not later than (A) if the Borrower has not consummated an Initial Public Offering, [***] days after the close of each Fiscal Year or (B) if the Borrower has consummated an Initial Public Offering, [***] days after the close of each Fiscal Year, Borrower will furnish to Lender the audited balance sheet as at the end of such Fiscal Year, and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operationsincome statements, cash flows flow statements and changes in stockholders’ equity for Borrower for such Fiscal Year, and the notes thereto, setting forth in each case, starting with the financial statements for the fiscal year ending December 31, 2014, in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of Borrower as at the Consolidated Companies as of the end of date thereof and for such fiscal year the Fiscal Year then ended, and prepared in accordance with GAAP consistently appliedGAAP. The audited annual statements shall be examined in accordance with generally accepted auditing standards by and, (ii) accompanied by a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (thereon of independent certified public accountants of recognized standing selected by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Borrower.

Annual Reports. Within 90 days after the end of each fiscal year of Holdings and the Administrative Borrower (but no later than or, solely with respect to their respective fiscal year ending December 31, 2014, within the earlier of (x) 120 days after the end of such fiscal year of Holdings or the Administrative Borrower, as applicable, and (y) the date on which Holdings is required to file or the Administrative Borrower, as applicable, files a Form 10-K with the SEC under the Exchange ActAct for such fiscal year), (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Holdingsthe Administrative Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows of Holdingsthe Administrative Borrower and changes in stockholders’ equity its Subsidiaries as of the Consolidated Companies dates and for the periods specified in accordance with GAAP, and (ii) management’s discussion and analysis of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal year, as compared to the previous fiscal year), (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP consistently appliedGAAP, and (iivi) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), management’s discussion and analysis of the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year Administrative Borrower and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations Subsidiaries for such fiscal year, as compared to the previous fiscal year year) and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearbudgeted amounts;

Annual Reports. Within 90 one hundred twenty (120) days after the end last day of each fiscal year (but no later than of the date on which Holdings is required to file Borrower commencing with the fiscal year ending December 31, 2021, a Form 10-K under the Exchange Act), (i) copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Restricted Subsidiaries (that, together with its combined and consolidated Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries) as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of the Borrower and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting the fiscal year ending December 31, 2022) (provided that the Borrower shall be permitted to deliver its 10-K within such timeframe to satisfy the above financial delivery requirement) accompanied by an annual audit opinion from nationally recognized auditors or other accounting firm selected by the Borrower and reasonably acceptable to the SEC)Administrative Agent (which opinion shall be not be subject to any qualification, all exception or explanatory paragraph as to “going concern” or scope of the audit, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements present fairly present, in all material respects, respects the consolidated financial condition, results of operations, cash flows condition and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower and its Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements may contain a qualification, as compared to the Consolidated Companies’ financial conditionexception or explanatory paragraph that is expressly solely with respect to, results of operations and cash flows as or expressly resulting from, (A) an upcoming maturity date of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsLoans or any other Indebtedness, (iiiB) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a management’s future date or in a future period or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial condition performance of the Borrower and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;its Restricted Subsidiaries.

Annual Reports. Within 90 days after (i) Commencing as of the date that Developer obtains the Major Phase Approval for the Initial Major Phase and ending on the later of (A) the date on which Developer has received the final Certificate of Completion for all of the Infrastructure and (B) the earlier of (i) the date on which Developer has been reimbursed for all Qualified Project Costs and (ii) the date on which there are no further Gross Revenues available to reimburse Developer for Qualified Project Costs, Developer shall prepare and deliver to the Authority an annual financial report on the Project no later than four (4) months following the end of each fiscal year Developer Fiscal Year for which a report is due (but no later each, an “Annual Report”). If Developer obtains a Major Phase Approval less than the date on which Holdings is required to file a Form 10-K under the Exchange Act), six (i6) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of months before the end of such fiscal year and related consolidated and consolidating (by region ora Developer Fiscal Year, if requested by Developer may include reporting for that Major Phase in the Collateral Agent exercising Annual Report for the next Developer Fiscal Year. If any Annual Report shows any material discrepancy, then Developer must correct the discrepancy in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yearRecords, and notes thereto (including a note with a balance sheet Developer and statements of income the Authority agree to meet and cash flows separating out results consistent with reporting to confer on the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied best method for correcting any overpayment or underpayment by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, the next Developer Fiscal Quarter. (ii) Annual Reports must include the following information, reported separately for each Major Phase for which a management report Major Phase Approval has been obtained and in the aggregate for the Project as a form reasonably satisfactory whole: (A) updated estimates of and actual Project Costs, Qualified Project Costs and Gross Revenues; (B) if applicable, variances from the prior Annual Report; (C) a statement reflecting the application of any Net Cash Flow that Developer has received during the prior Developer Fiscal Year; (D) a statement of Qualified Project Costs reimbursed from Funding Sources; (E) a statement of Qualified Project Costs previously incurred but not yet reimbursed from the Funding Sources; (F) new development expected to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)occur or that is occurring, the financial condition, results assessed value of operations which is expected to be included on the secured real property tax roll for the next Authority Fiscal Year; and cash flows (G) any sales of Lots under article 17 of the Consolidated Companies (DDA that are expected to occur and the assessed value of which is expected to be included on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and secured real property tax roll for the previous fiscal year and its budgeted results of operations and cash flows, next Authority Fiscal Year. (iii) Developer’s Annual Report must cover the entire Project, even if Developer has Transferred part or all of its interest in a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared Major Phase or Sub- Phase to the previous fiscal year and a Transferee. (iv) a schedule setting forth Developer’s obligation to provide Annual Reports will terminate as to any portion of the intercompany Indebtedness outstanding and changes thereto since Project as to which the prior fiscal year;DDA is terminated after Developer has provided to the Authority the Annual Report covering the Developer Fiscal Year during which the termination took effect.

Annual Reports. Within 90 ninety (90) days after the end last day of each fiscal year (but no later than of the date on which Holdings is required to file Borrower commencing with the fiscal year ending December 31, 2019, a Form 10-K under the Exchange Act), (i) copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Restricted Subsidiaries (that, together with its combined and consolidated Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries) as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of the Borrower and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting the fiscal year ending December 31, 2020) (provided that the Borrower shall be permitted to deliver its 10-K within such timeframe to satisfy the above financial delivery requirement) accompanied by an annual audit opinion from nationally recognized auditors or other accounting firm selected by the Borrower and reasonably acceptable to the SEC)Administrative Agent (which opinion shall be not be subject to any qualification, all exception or explanatory paragraph as to “going concern” or scope of the audit, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements present fairly present, in all material respects, respects the consolidated financial condition, results of operations, cash flows condition and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower and its Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements may contain a qualification, as compared to the Consolidated Companies’ financial conditionexception or explanatory paragraph that is expressly solely with respect to, results of operations and cash flows as or expressly resulting from, (A) an upcoming maturity date of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsLoans or any other Indebtedness, (iiiB) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a management’s future date or in a future period or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial condition performance of the Borrower and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;its Restricted Subsidiaries.

Annual Reports. Within 90 promptly after becoming available and in any event within 100 days after the end close of each fiscal year (but no later than of the date on which Holdings is required to file a Form 10-K under the Exchange Act), Parent: (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Parent and its Subsidiaries as of the end of such fiscal year; (ii) the audited consolidated statement of earnings of the Parent and its Subsidiaries for such year; (iii) the audited consolidated statement of cash flows of the Parent and its Subsidiaries for such year; (iv) the unaudited consolidating balance sheet and statement of earnings of the Parent and its Subsidiaries, each for such year or as of the end of such year, as the case may be; (v) the unaudited consolidated balance sheet, statement of earnings and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements statement of income, cash flows and stockholders’ equity unaudited consolidating balance sheet and statement of earnings of the Company and its Subsidiaries, each for such year or as of the end of such year, as the case may be; (vi) a report prepared by a petroleum engineer, who may be an employee of the Parent or its Subsidiaries, setting forth the historical monthly production data for Hydrocarbons produced and sold by the Parent and its Subsidiaries for such year; setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements and, in the case of income and cash flows separating out results consistent with reporting to the SEC)audited Financial Statements, all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied by an the related opinion of Deloitte & Touche LLP KPMG Peat Marwick or other independent certified public accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (Majority Banks, which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating state that such financial audited balance sheets and statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year have been prepared in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to followed throughout the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by period indicated and fairly present the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for of the applicable Persons as at the end of, and for, such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;; and

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating balance sheets of (by region or, if requested by A) the Collateral Agent exercising in Parent and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and (B) to the extent the same are routinely and regularly prepared, each Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders' equity and cash flows flow of (A) the Parent and stockholders’ equity its Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing and its Subsidiaries and each Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to Section 8.01(f), as applicable, and notes thereto (including ii) a note with a balance sheet report on such consolidated Financial Statements of the Parent and statements its Subsidiaries of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG Peat Marwick LLP or other independent certified public accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one Agent, which report shall be unqualified as to the scope of the other “Big 4” accounting firms (which opinion audit performed and as to the "going concern" status of the Parent and its Subsidiaries, shall not be qualified as to scope or contain any going concern or other qualification)Impermissible Qualification, stating and shall state that such financial statements Financial Statements fairly present, in all material respects, present the consolidated financial conditionposition of the Parent and its Subsidiaries and, to the extent included in the Parent's annual Financial Statements, Leasing and its Subsidiaries and each Borrower and its Subsidiaries as at the dates indicated and the results of operationstheir operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which KPMG Peat Marwick LLP or any such other independent certified public accountants, cash flows if applicable, shall concur and changes which shall have been disclosed in stockholders’ equity the notes to the Financial Statements) and that the examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards. Notwithstanding the foregoing, in the event (A) the filing of the Consolidated Companies as Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and Parent has provided Agent with written notice of such delay by the due date for the reports required for such Fiscal Year under this clause (c) and (B) the Borrowers shall deliver either the required reports or interim good faith estimates of the information required to be reported under this clause (c) within one hundred five (105) days after the end of and for such fiscal year in accordance Fiscal Year, upon delivery of such required reports or interim estimates within such period the Borrowers shall be deemed to have complied with GAAP consistently applied, the requirements of this clause (iic) a management with 77 respect to such Fiscal Year; provided that Borrowers deliver the required reporting substantially concurrently with Parent's filing of its annual report in a form reasonably satisfactory to with the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Commission.

Annual Reports. Within 90 one hundred eighty (180) days after the end last day of each fiscal year (but no later than of the date on which Holdings is required to file Borrower commencing with the fiscal year ending December 31, 2020, a Form 10-K under the Exchange Act), (i) copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Restricted Subsidiaries (that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Borrower and its consolidated Subsidiaries) as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of the Borrower and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting the fiscal year ending December 31, 2020) (provided that the Borrower shall be permitted to deliver its 10-K within such timeframe to satisfy the above financial delivery requirement) accompanied by an annual audit opinion from nationally recognized auditors or other accounting firm selected by the Borrower and reasonably acceptable to the SEC)Administrative Agent (which opinion shall be not be subject to any qualification, all exception or explanatory paragraph as to “going concern” or scope of the audit, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements present fairly present, in all material respects, respects the consolidated financial condition, results of operations, cash flows condition and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower and its Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements may contain a qualification, as compared to the Consolidated Companies’ financial conditionexception or explanatory paragraph that is expressly solely with respect to, results of operations and cash flows as or expressly resulting from, (A) an upcoming maturity date of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsLoans or any other Indebtedness, (iiiB) any potential inability to satisfy the Financial Covenant, or any financial covenant under any other Indebtedness on a management’s future date or in a future period or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial condition performance of the Borrower and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;its Restricted Subsidiaries.

Annual Reports. Within 90 120 days after the end last day of each fiscal year of Holdings (but no later than or, solely with respect to the date on which Holdings is required to file a Form 10-K under the Exchange Actfiscal year ending December 31, 2018, 150 days), (i) commencing with the fiscal year ending December 31, 2018, a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with reporting to the SECfiscal year ending December 31, 2019), all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified unqualified as to scope or contain any going concern or other qualification)scope, stating subject to the proviso below) to the effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently appliedthe consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (A) is solely a consequence of any impending stated final maturity date of any Indebtedness, (iiB) relates to any actual or potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a management report future date or in a future period or (C) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably satisfactory acceptable to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basisAgent) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition performance of Holdings and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Restricted Subsidiaries;

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating balance sheets of (by region or, if requested by A) the Collateral Agent exercising in Parent and its reasonable credit judgment, by entity) balance sheet of Holdings Subsidiaries as of at the end of such fiscal year Fiscal Year and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and each Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, shareholders' equity and cash flows flow of (A) the Parent and stockholders’ equity its Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and each Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to SECTION 8.01(F), as applicable, and notes thereto (including ii) a note with a balance sheet report on such Financial Statements of the Parent and statements its Subsidiaries of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing satisfactory acceptable to the Administrative Agent or one Agent, which report shall be unqualified and shall state that such Financial Statements fairly present the consolidated and consolidating financial position of the Parent and its Subsidiaries and, to the extent included in the Parent's annual Financial Statements, Leasing Affiliate and its Subsidiaries and each Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP or any such other “Big 4” accounting firms (independent certified public accountants, if applicable, shall concur and which opinion shall not be qualified as have been disclosed in the notes to scope or contain any going concern or other qualification), stating the Financial Statements) and that the examination by such financial statements fairly presentaccountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards. Notwithstanding the foregoing, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity event (A) the filing of the Consolidated Companies as Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and ASOC has provided Agent with written notice of such delay by the due date for the reports required for such Fiscal Year under this CLAUSE (C) and (B) the Borrowers shall deliver either the required reports or interim good faith estimates of the information required to be reported under this CLAUSE (C) within one hundred (100) days after the end of and for each Fiscal Year, upon delivery of such fiscal year in accordance required reports or interim estimates within such period the Borrowers shall be deemed to have complied with GAAP consistently applied, the requirements of this CLAUSE (iiC) a management with respect to such Fiscal Year PROVIDED THAT the Borrowers deliver the required reporting substantially concurrently with Parent's filing of its annual report in a form reasonably satisfactory to with the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Commission.

Annual Reports. Within 90 Not later than 120 days after the end of each fiscal year (but no provided that, for each of the fiscal year ended December 31, 2019 and the fiscal year ended December 31, 2020, such deliveries under this Section 5.01(a) shall be required to be delivered not later than 150 days after the date on which Holdings is required to file a Form 10-K under the Exchange Actend of such fiscal year), (i) for the fiscal year ending December 31, 2017, (A) the consolidated statements of income, cash flows and consolidating members’ equity of ▇▇▇▇ Group LLC for the period commencing January 1, 2017 and ending October 1, 2017 and (by region or, if requested by B) the Collateral Agent exercising in its reasonable credit judgment, by entity) consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholdersmembers’ equity for the period commencing October 2, 2017 and ending on December 31, 2017; and (ii) for each fiscal year ending after December 31, 2017, the consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members’ equity for such fiscal year, and commencing with the financial statements for the fiscal year ending December 31, 2019, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto thereto, in each case of clauses (including i) and (ii), (x) which consolidated statements shall be accompanied by a note with certificate of a balance sheet Financial Officer stating that such financial statements present fairly in all material respects the financial position and statements results of income operations and cash flows separating out results consistent with reporting of Holdings and its consolidated Subsidiaries as of the dates and for the periods to the SEC), all prepared which they relate in accordance with Regulation S-X under the Securities Act GAAP and (y) which consolidated statements shall be accompanied by an unqualified opinion of Deloitte ▇▇▇▇▇ & Touche LLP ▇▇▇▇▇ or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Lender RepresentativeAdministrative Agent or one (acting at the direction of the other “Big 4” accounting firms Required Lenders) (which opinion shall not be qualified as to scope or contain any going concern or other qualificationmaterial qualification (other than qualifications related to current scheduled debt maturities under the Loan Documents or any Permitted Revolving Credit Facility(i) an upcoming maturity date under any Indebtedness and (ii) any prospective (but not actual) Default under Section 6.09 or default under any financial covenant under any Permitted Revolving Credit Facilityor actual default or event of default of any financial maintenance covenant (including the covenants set forth in Section 6.09), ) stating that such financial statements present fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), respects the financial condition, position and results of operations and cash flows of the Consolidated Companies (on a Holdings and its consolidated basis) Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of dates and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared periods to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;which they relate.

Annual Reports. Within 90 days after 6.1.1. Commencing as of the date that Developer obtains the Major Phase Approval for the Initial Major Phase and ending on the later of (A) the date on which Developer has received the final Certificate of Completion for all of the Infrastructure and (B) the earlier of (i) the date on which Developer has been reimbursed for all Qualified Project Costs and (ii) the date on which there are no further Gross Revenues available to reimburse Developer for Qualified Project Costs, Developer shall prepare and deliver to Authority an annual financial report on the Project no later than four (4) months following the end of each fiscal year Developer Fiscal Year for which a report is due (but no later each, an “Annual Report”). If Developer obtains a Major Phase Approval less than the date on which Holdings is required to file a Form 10-K under the Exchange Act), six (i6) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of months before the end of such fiscal year and related consolidated and consolidating (by region ora Developer Fiscal Year, if requested by Developer may include reporting for that Major Phase in the Collateral Agent exercising Annual Report for the next Developer Fiscal Year. If any Annual Report shows any material discrepancy, then Developer must correct the discrepancy in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yearRecords, and notes thereto (including a note with a balance sheet Developer and statements of income the Authority agree to meet and cash flows separating out results consistent with reporting to confer on the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied best method for correcting any overpayment or underpayment by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of the next quarter in the Developer Fiscal Year. 6.1.2. Annual Reports must include the following information, reported separately for each Major Phase for which a Major Phase Approval has been obtained and in the aggregate for such fiscal year in accordance with GAAP consistently appliedthe Project as a whole: (A) updated estimates of and actual Project Costs, Qualified Project Costs and Gross Revenues; (iiB) if applicable, variances from the prior Annual Report; (C) a management report in statement reflecting the application of any Net Cash Flow that Developer has received during the prior Developer Fiscal Year; (D) a form reasonably satisfactory statement of Qualified Project Costs reimbursed from Funding Sources; (E) a statement of Qualified Project Costs previously incurred but not yet reimbursed from the Funding Sources; (F) new development expected to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)occur or that is occurring, the financial condition, results assessed value of operations which is expected to be included on the secured real property tax roll for the next Fiscal Year; and cash flows (G) any sales of Lots under article 17 of the Consolidated Companies (DDA that are expected to occur and the assessed value of which is expected to be included on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and secured real property tax roll for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;next Fiscal Year.

Annual Reports. Within 90 The Company shall furnish to the Agent (with copies for each Lender) within ninety two (92) days after the end of each fiscal year, the Consolidated and Consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating statements of income and Consolidated statements of changes in shareholders' equity and of cash flows of the Company and its Subsidiaries for such fiscal year (but all in reasonable detail) and, in the case of Consolidated financial statements, comparative figures for the immediately preceding fiscal year, all accompanied by: (a) Reports of independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders, containing no later than material qualification, to the date on which Holdings is required effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (b) The statement of such accountants that they have caused this Agreement to file a Form 10-K be reviewed and that in the course of their audit of the Company and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists and in particular that they have no knowledge of any Default under the Exchange Act), (i) the consolidated and consolidating (by region Computation Covenants or, if requested such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding that the examination of such accountants cannot be relied upon to give such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their audit. (c) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (d) Computations by the Collateral Company comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Agent exercising in its reasonable credit judgmentaccordance with Section 10.4.4. (e) Beginning in the Company's fiscal year ended December 31, 2003, Computations by entity) balance sheet the Company in substantially the form of Holdings Exhibit 10.4 demonstrating, as of the end of such fiscal year and related consolidated and consolidating year, compliance with the Computation Covenants, signed by a Financial Officer. (by region orf) Calculations, if requested by as at the Collateral Agent exercising in its reasonable credit judgment, by entity) statements end of income, cash flows and stockholders’ equity for such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) having Accumulated Benefit Obligations in excess of $1,000,000 and notes thereto (including a note with a balance sheet ii) the fair market value of the assets of such Plan allocable to such benefits. (g) Supplements to Exhibits 11.1, 11.3, 11.14 and statements of income and cash flows separating out results consistent with reporting 11.15 showing any changes in the information set forth in such exhibits not previously furnished to the SEC)Agent in writing, all as well as any changes in the Charter, Bylaws or incumbency of officers of the Obligors from those previously certified to the Agent. (h) In the event of a change in GAAP after December 31, 2001, computations by the Company, signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory GAAP as applied to the Administrative Agent or one other covenants in Section 10.5 and related definitions. (i) In reasonable detail, management's discussion and analysis of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows the financial condition of the Consolidated Companies (on a consolidated basis) Company and its Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of at the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the covered by such financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;statements.

Annual Reports. Within 90 days after the end By January 31 of each fiscal year of this OLSA, the Tribe shall provide the PUD with a written annual report (but no later than similar in form and substance to Attachment D) summarizing the date on which Holdings activities undertaken and funds expended for each authorized purpose under the Watershed Program during the preceding calendar year. Within the same timeframe the Tribe shall provide the Technical Committee with a similar report summarizing activities undertaken within each authorized purpose of the Watershed Program for the calendar year. The PUD shall not request, nor shall the Tribe be required to provide, sensitive information not related to the subject matter of this OLSA. The PUD shall notify the Tribe if it has any concerns about the annual report within 30 days of receipt. The Tribe shall make a good faith effort to address any concerns that are within the scope of what the Tribe is required to file provide under this subsection, and shall provide the PUD with a Form 10-K under revised annual report within 30 days of receiving notice of the Exchange Act)PUD’s concerns. The revised annual report shall be considered final unless the PUD initiates arbitration pursuant to the paragraph below. If the PUD does not initiate arbitration within 30 days of receiving the revised annual report, the PUD shall waive such right as well as all future claims that the Tribe has mismanaged funds during the preceding calendar year. In the event that: (i1) the consolidated and consolidating (by region or, if requested Tribe does not provide a written annual report to the PUD by the Collateral Agent exercising January 31 deadline; or (2) the PUD reasonably believes, based on the content of or an omission from the revised annual report provided by the Tribe pursuant to the paragraph above, that the Tribe has managed or expended Watershed Program funds in a grossly negligent manner, the PUD shall have the right to initiate arbitration under subsection 8.3. The PUD shall have the right to suspend payments due under subsection 5.4 until the arbitration is completed, and any such suspension shall not constitute a material breach under subsection 4.4. If the arbitrator finds that the Tribe managed or expended Watershed Program funds in a grossly negligent manner, the PUD may treat that as a finding of material breach and terminate this OLSA under subsection 4.2. If the Washington State Auditor requests information from the PUD concerning the Tribe’s use of funds provided by the PUD under this Section, and if that information has not been provided by the Tribe in its reasonable credit judgmentannual report pursuant to the preceding paragraph, by entity) balance sheet of Holdings as the PUD shall provide the Tribe with a copy of the end Washington State Auditor’s request for information. The Tribe shall cooperate with the PUD to timely respond to the Washington State Auditor’s request unless the Tribe concludes in good faith that to do so would harm the Tribe’s sovereign interests, in which case the PUD shall have the right to initiate dispute resolution under Section 8 to determine whether such conclusion was made in good faith. The PUD shall have the right to suspend payments during the pendency of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yeardispute resolution process, and notes thereto (including any suspension based on a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion good faith belief that such suspension is justified shall not constitute a material breach under subsection 4.4. Nothing in this subsection, including the requirement to cooperate in responding to information requests from the State Auditor, shall be qualified construed as obligating the Tribe to scope or contain adhere to any going concern or other qualification), stating particular state government audit standards. If the arbitrator finds that such financial statements fairly present, the PUD’s suspension of payment under this subsection was not made in all material respectsgood faith, the consolidated financial condition, results of operations, cash flows PUD shall pay the Tribe the balance due up to that date under subsection 5.4 and changes in stockholders’ equity of the Consolidated Companies Tribe’s reasonable attorney fees. The Tribe may also treat such a finding as of the end of a material breach and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;terminate this OLSA under subsection 4.2.

Annual Reports. Within 90 As soon as available, but in any event not later than […***…] days after the end close of each fiscal year (but no later than Fiscal Year, Borrower will furnish to Lender the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) unaudited balance sheet of Holdings as of at the end of such Fiscal Year, and unaudited income statements and cash flow statements for Borrower for such Fiscal Year, and the notes thereto, setting forth in each case, starting with the financial statements for the fiscal year ending December 31, 2014, in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and related consolidated the results of operations of Borrower as at the date thereof and consolidating (by region or, if requested by for the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal yearFiscal Year then ended, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under GAAP (other than the Securities Act exclusion of footnotes not ordinarily included in interim period financial statements). In addition, as soon as available, but in any event not later than (A) if the Borrower has not consummated an Initial Public Offering, […***…] days after the close of each Fiscal Year or (B) if the Borrower has consummated an Initial Public Offering, […***…] days after the close of each Fiscal Year, Borrower will furnish to Lender the audited balance sheet as at the end of such Fiscal Year, and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operationsincome statements, cash flows flow statements and changes in stockholders’ equity for Borrower for such Fiscal Year, and the notes thereto, setting forth in each case, starting with the financial statements for the fiscal year ending December 31, 2014, in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of Borrower as at the Consolidated Companies as of the end of date thereof and for such fiscal year the Fiscal Year then ended, and prepared in accordance with GAAP consistently appliedGAAP. The audited annual statements shall be examined in accordance with generally accepted auditing standards by and, (ii) accompanied by a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (thereon of independent certified public accountants of recognized standing selected by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;Borrower.

Annual Reports. Within Pride shall furnish to Varde as soon as available, and in any event within 90 days after the end of each fiscal year (but no later than or, if such 90th day is not a Business Day, the date on which Holdings is required to file a Form 10-K under the Exchange Actnext succeeding Business Day), the audited Consolidated balance sheet of Pride and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of changes in partners' equity and of cash flows of Pride and its Subsidiaries for such fiscal year (all in reasonable detail) and comparative figures for the immediately preceding fiscal year, all accompanied by: (i) the consolidated and consolidating Reports of Ernst & Young LLP (by region or, if requested they cease to be auditors of Pride and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to Varde), containing no material qualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of Pride and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (ii) Computations by Pride comparing the Collateral Agent exercising financial statements referred to above with the most recent budget for such fiscal year furnished to Varde in its reasonable credit judgmentaccordance with Section 6.1(d) of the Credit Agreement. (iii) Calculations, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) the fair market value of the assets of such Plan allocable to such benefits. (iv) In the event of a management report change in GAAP after December 31, 1997, computations by Pride, signed by a form reasonably satisfactory to the Administrative Agent setting forthFinancial Officer, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), reconciling the financial condition, results statements referred to above with the financial condition of operations Pride and cash flows of the Consolidated Companies (on a consolidated basis) its Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of at the end of and for the previous fiscal year and its budgeted results of operations and cash flowscovered by such financial statements. (v) In reasonable detail, (iii) a management’s 's discussion and analysis of the financial condition and results of operations and the financial condition of Pride and its Subsidiaries as at the end of and for the year covered by such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;financial statements.

Annual Reports. Within 90 days after the end last day of each fiscal year of Holdings ending after the Closing Date (but no or such later than date as the Administrative Agent may agree in its reasonable discretion or, if later, and solely to the extent the Holdings or any parent of the Borrower is subject to the Exchange Act’s reporting requirements, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Holdings is required or such parent of the Borrower to file a its applicable annual report on Form 10-K under the Exchange ActK), (i) a copy of the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the end last day of such the fiscal year then ended and related the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form (to the SECextent such comparative presentation is permitted under GAAP) the figures for the previous fiscal year (commencing with the period after the Closing Date), all prepared in accordance with Regulation S-X under the Securities Act audited and accompanied in the case of the consolidated financial statements by an opinion of Deloitte & Touche LLP or other (i) an independent public accountants accounting firm of recognized national standing satisfactory selected by the Borrower or (ii) any other accounting firm reasonably acceptable to the Administrative Agent or one of to the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating effect that such the consolidated financial statements fairly presenthave been prepared and present fairly, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to all material respects the Administrative Agent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in consolidated financial condition of Holdings and its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Restricted Subsidiaries as of the end close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement (excluding, as compared for the avoidance of doubt, any explanatory or emphasis of matter paragraph), except to the Consolidated Companies’ financial condition, results extent that such a “going concern” qualification or statement (A) is a consequence of operations and cash flows as any impending stated final maturity date of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsany Indebtedness, (iiiB) a management’s discussion and analysis of relates to any actual or potential inability to satisfy the Financial Covenant or any other financial condition and results of operations for such fiscal year, as compared covenants under any other Indebtedness or (C) relates to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearactivities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries;