Common use of Annual Reports Clause in Contracts

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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) Unqualified reports of Ernst & Young LLP (or, if 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within one hundred twenty (120) days after the end last day of each fiscal year of Holdings (or, if earlier, the date that is five or one hundred fifty (5150) days after for the date that the Company’s 10-K filing is required to be delivered to the SECfiscal year ending December 31, 2017), the Consolidated balance sheets a copy of the Company consolidated balance sheet of Holdings and its Restricted Subsidiaries as at of the end last day of such the fiscal year, year then ended and the Consolidated consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company Holdings and its Restricted Subsidiaries for such the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (all in reasonable detailstarting with the fiscal year ending December 31, 2018) and together, accompanied in the case of Consolidated the consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports statements by an opinion of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other an independent certified public accountants accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably satisfactory acceptable to the Required Lenders)Administrative Agent (which opinion shall be unqualified as to scope, containing no material uncertainty, subject to the proviso below) to the effect that they have audited the foregoing Consolidated 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as applied of the close of and for 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 relates to (A) 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 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 or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other covenants Indebtedness on a future date or in Article VI a future period; in each case, such financial statements shall be accompanied by a customary management discussion and related definitions.analysis of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year (or, if earlier, or such earlier date on which the date that Administrative Borrower is five (5) days after the date that the Company’s required to file a Form 10-K filing is required to be delivered to under the SECExchange Act (including all permitted extensions)), financial information regarding the Administrative Borrower and its Subsidiaries consisting of Consolidated and consolidating balance sheets of the Company Administrative Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Administrative 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 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 financial position of the Administrative Borrower and its Subsidiaries as at the end dates indicated and the results of such fiscal year, the Consolidated statements of income their operations 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 flow for the immediately preceding fiscal year, all accompanied by: periods indicated in conformity with GAAP applied on a basis consistent with prior years (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other except for changes with which such independent certified public accountants of recognized national standing reasonably satisfactory shall concur and which shall have been disclosed in the notes to the Required Lenders), containing no material uncertainty, to Financial Statements) and (ii) the effect that they have audited the foregoing examination by such accountants in connection with such Consolidated financial statements Financial Statements has been made in accordance with generally accepted auditing standards 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 accompanied by a certificate stating that in the course of their the regular audit of the Company business of the Administrative Borrower 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 such accounting firm has obtained no knowledge that a Default or Event of any Default under Section 6.05 in respect of the financial covenant contained in Article V has occurred and is continuing or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is not the casecontinuing in respect of such financial covenant, specifying such Default and a statement as to the nature thereof. This statement is furnished by such accountants with To 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 extent the information set forth in such Exhibits not previously furnished to the Lenders this clause (b) is included in writing, which supplement must be reasonably satisfactory to the Administrative AgentBorrower’s Annual Report on Form 10-K as filed with the SEC, as well as any changes in such information shall be deemed delivered for the Organization Documents or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agentpurposes hereof. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days after the end close of each fiscal year (or, if earlierof the Borrower, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered Borrower shall furnish to the SEC), the Agent and each Bank Consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated audited statements of income and Consolidated statements of income, changes in shareholders’ shareholder's equity and of cash flows of the Company Borrower and its Subsidiaries for such fiscal year (and a Consolidated audited balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail) and together, setting forth in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal year, all accompanied by: prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (iexcept for changes in application in which such accountants concur) Unqualified reports of Ernst & Young LLP (or, if they cease with such financial statements to be auditors of the Company and its Subsidiaries, other certified by an independent certified public accountants accounting firm of recognized national standing reasonably satisfactory selected by the Borrower and acceptable to the Required Lenders), containing no material uncertainty, 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 they have audited the foregoing Consolidated such accountants examined such financial statements in accordance with generally accepted auditing standards standards. As soon as practicable, and that 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 Consolidated 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 present fairly, in all material respects, 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 Company Borrower and its Subsidiaries covered thereby at as of the dates thereof end of such fiscal year 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance in conformity with the Computation Covenants, certified by GAAP (subject to normal and recurring year-end audit adjustments) applied in a Financial Officer. (vi) Financial information as to the assets of, and Investments manner consistent with that of the Company most recent audited financial statements of the Borrower and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to Agent and the Administrative Agent, 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 AgentBanks. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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) Unqualified reports of Ernst & Young LLP (or, if 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 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 Intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally Intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 20062010, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company 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 furnish provide annually to the Lenders as soon as availableMSRB, and in any event within 90 days six (6) months after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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: Fiscal Year: (i) Unqualified reports financial information and operating data of Ernst & Young LLP the general type included in the Sale and 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 (orii) audited general purpose financial statements of the WCID, if they cease then available. However, GBRA and the WCID only undertake to provide the information in the preceding sentence that is customarily prepared and publicly available. Any financial statements so 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 provided shall be (i) prepared in accordance with generally accepted auditing standards accounting principles for governmental agencies or such other accounting principles as the WCID may be required to employ from time to time pursuant to state law or regulations, 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 audited, if the WCID commissions an audit of such accountants that they have caused this Agreement to statements and the audit is completed within the period during which it must be reviewed and that in provided. If 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 financial statement is not completed within such period, then 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 WCID shall provide unaudited financial statements within the scope of their auditrequired period, and shall provide audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. (iii) A certificate of B. If 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 the form of Exhibit D demonstrating, as of the end of such WCID changes its fiscal year, compliance it will file notice of such change (and of the date of the new fiscal year end) with GBRA and the Computation Covenants, certified MSRB prior to the next date by a Financial Officerwhich the WCID otherwise would be required to provide financial information and operating data pursuant to this Section. (vi) Financial C. The financial information as and operating data to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements be provided pursuant to Schedules 5.01 and 5.03 showing any changes in the information 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, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Copies of such Exhibits not previously information and operating data shall be furnished to GBRA at the same time the information and data are furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 AgentMSRB. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 (i) Within ninety (90) days after the end of each fiscal year Fiscal Year: (A) audited consolidated Financial Statements of NMHG Holding and its Subsidiaries reported on by the Accounting Firm, which report shall be unqualified (or, if earlierqualified, only as to non-material matters) and shall state that such Financial Statements fairly present the date 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 such Accounting Firm shall concur and which shall have been disclosed in the notes to the Financial Statements) and that is 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 (5135) days after the date that end of each Fiscal Year: (A) the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated audited (by an Accounting Firm) balance sheets of the Company 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 fiscal year, period and the Consolidated related audited (by an Accounting Firm) consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows flow of the Company Netherlands Borrower and its Subsidiaries for such fiscal year Fiscal Year, which balance sheets and statements of income constitute the local statutory reports; in each case, certified by a Financial Officer of NMHG Holding as fairly presenting the consolidated and consolidating (all in reasonable detailwhere applicable) and together, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if 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 reporting Persons as at the dates thereof indicated and the results of their operations and cash flow 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared indicated in accordance with GAAP as applied (with respect to the other covenants UK Borrower, the Netherlands Borrower and/or their Subsidiaries, GAAP in Article VI the United Kingdom and related definitionsthe Netherlands, respectively).

Annual Reports. The Company shall furnish to the Lenders as As soon as available, available and in any event within 90 105 days after the end of the fiscal year ending January 31, 2009 and each fiscal year thereafter, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated balance sheets sheet of the Company and its Subsidiaries Opco as at of the end of such fiscal year, the Consolidated year and related consolidated statements of income income, cash flows and Consolidated statements of changes in shareholdersstockholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togetheryear, in comparative form with such financial statements as of the case of Consolidated financial statementsend of, with comparative figures for and for, the immediately preceding fiscal year, and notes thereto, all prepared in accordance with GAAP and accompanied by: (i) Unqualified reports by an opinion of Ernst & Young LLP (or, if they cease to be auditors of the Crow Xxxxxx and Company and its Subsidiaries, LLC or other independent certified public accountants of recognized national standing reasonably satisfactory to the Required LendersAdministrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), containing no material uncertainty, to the effect stating that they have audited the foregoing Consolidated such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlyfairly present, in all material respects, the consolidated financial position condition, results of operations and cash flows of Opco as of the Company dates and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby specified in conformity accordance with GAAP. , (ii) The a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Opco for such accountants that they have caused this Agreement to be reviewed fiscal year, showing variance, by dollar amount and that in percentage, from amounts for the course of their audit of the Company previous fiscal year 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 orbudgeted amounts, 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. (iii) A certificate the balance sheet of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed Borrower (on an individual 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. (ivconsolidated basis) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of the end of such fiscal year and related statements of income, cash flows and stockholders’ equity of Borrower (on an individual and consolidated basis) for such fiscal year, compliance in comparative form with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary such financial statements as of the end of such of, and for, the preceding fiscal year, demonstrating and notes thereto, all prepared in accordance with GAAP and accompanied by a certificate of a Financial Officer stating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (viia)(i) [intentionally omitted] of this Section, and (viiiiv) Supplements to Schedules 5.01 a narrative report and 5.03 showing any changes management’s discussion and analysis in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower and Opco for such fiscal year, as well as any changes compared to amounts for the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished 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 form of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.Form 10-K);

Annual Reports. The Company Borrower shall furnish to the Lenders as soon as availableLender annually, and in any event within 90 120 days after the end each calendar year, a complete copy of Borrower'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, each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated in accordance with GAAP and containing balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of profit and loss for Borrower and the Property in such detail as Lender may request. Each such statement (x) shall be in form and substance satisfactory to Lender, (y) shall set forth the financial condition and the income and Consolidated statements of changes in shareholders’ equity and of cash flows of expenses for 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 Property for the immediately preceding fiscal calendar year, all accompanied by: including statements of annual Net Operating Income as well as (il) Unqualified reports a list of Ernst & Young LLP (ortenants, if they cease to be auditors any, occupying more than twenty percent (20%) of the Company rentable space of the Property, (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 respect to which Leases shall expire in each such year, expressed both on a per year and its Subsidiariesa cumulative basis and (z) shall be accompanied by an Officer's Certificate certifying (l) that such statement is true, other independent certified public accountants correct, complete and accurate and presents fairly the financial condition 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 Property and has been prepared in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlyGAAP, in all material respects, the financial position (2) whether there exists a Default or Event 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 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 and if such officer has such knowledgeso, specifying such Default and the nature thereof, the period of time it has existed and what the action the Company has takenthen being taken to remedy it, is taking or proposes to take with respect thereto. (iv3) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, that as of the end date of such fiscal yearOfficer's Certificate, compliance with no litigation exists involving Borrower or the Computation Covenants, certified by a Financial Officer. Property in which the amount involved is $250,000 (viin the aggregate) Financial information as to the assets of, and Investments or more or in which all or substantially all of the Company potential liability is not covered by insurance, or, if so, specifying such litigation and its Subsidiaries in, each Immaterial Subsidiary as of the end of actions being taken in relation thereto and (4) the amount by which operating expenses incurred by Borrower for such fiscal 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 period were greater than or less than the operating expenses reflected in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 Agentapplicable Annual Budget. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company on Assessment of Compliance with Servicing Criteria; Annual Independent Public Accountants' Attestation Report. (a) Not later than March 1st of each calendar year commencing in 2007, the Servicer, the Trustee and the Custodian shall furnish deliver, and the Servicer shall cause each Subservicer engaged by the Servicer and the Servicer and the Trustee shall cause each Subcontractor utilized by the Servicer (or by any such Subservicer) or the Trustee, as applicable, and determined by the Servicer or the Trustee, as applicable, pursuant to Section 3.02(e) to be "participating in a servicing function" within the meaning of Item 1122 of Regulation AB (in each case, a "Servicing Function Participant"), to deliver, each at its own expense, to the Lenders Depositor and the Trustee, a report on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party's assessment of compliance with the applicable Servicing Criteria as soon as available, of and in any event within 90 days after for the period ending the end of each the fiscal year (or, if earlier, covered by the date that is five (5) days after the date that the Company’s Form 10-K filing is required to be delivered filed pursuant to Section 8.12, including, if there has been any material instance of noncompliance with the applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person's assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed to the SECDepositor and signed by an authorized officer of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit V hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 3.23(c). The Servicer, the Consolidated balance sheets Trustee and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the Company items identified on Exhibit V hereto as being covered by such party. The parties to this Agreement acknowledge that where a particular Servicing Criteria has multiple components, each party's assessment of compliance (and its Subsidiaries as at the end related attestation of compliance) will relate only to those components that are applicable to such fiscal yearparty. Promptly after receipt of each such report on assessment of compliance, 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) Unqualified reports of Ernst & Young LLP (orthe Depositor shall review each such report and, if they cease applicable, consult with the Servicer, the Trustee or the Custodian as to the nature of any material instance of noncompliance with the Servicing Criteria applicable to it (and each Subservicer or Servicing Function Participant engaged or utilized by the Servicer, such Subservicer or the Trustee, as applicable), as the case may be. None of the Servicer, the Trustee or the Custodian or any Subservicer or Servicing Function Participant shall be required to cause the delivery of any such assessments until March 10th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be auditors filed in respect of the Company Trust for the preceding calendar year. (b) Not later than March 1st of each calendar year commencing in 2007, the Servicer, the Trustee and the Custodian shall cause, and the Servicer shall cause each Subservicer engaged by the Servicer and the Servicer and the Trustee shall cause each Servicing Function Participant utilized by the Trustee or the Servicer, as applicable (or by any Subservicer engaged by the Servicer), to cause, each at its Subsidiariesown expense, a registered public accounting firm (which may also render other independent certified public accountants services to such party) and that is a member of recognized national standing reasonably satisfactory the American Institute of Certified Public Accountants to furnish a report to the Required Lenders)Trustee and the Depositor, containing no material uncertaintywith a copy to the Rating Agencies, to the effect that they have audited (i) it has obtained a representation regarding certain matters from the foregoing Consolidated financial statements management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it pursuant to Section 3.23(a) and (ii) on the basis of an examination conducted by such firm in accordance with generally accepted auditing standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person's assessment of compliance with the Servicing Criteria applicable to it. In the event that an overall opinion cannot be expressed, such Consolidated financial statements present fairlyregistered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants' attestation report, the Depositor shall review the report and, if applicable, consult with the Servicer, the Trustee or the Custodian as to the nature of any defaults by the Servicer, the Trustee or the Custodian (and each Subservicer or Servicing Function Participant engaged or utilized by the Servicer or the Trustee, as applicable, or by any Subservicer engaged by the Servicer), as the case may be, in all material respectsthe fulfillment of any of the Servicer's, the financial position Trustee's, the Custodian's or the applicable Subservicer's or Servicing Function Participant's obligations hereunder or under any applicable sub-servicing agreement. None of the Company and its Subsidiaries covered thereby at Servicer, the dates thereof and Trustee or the results Custodian or the Servicer or Servicing Function Participant shall be required to cause the delivery of their operations any such attestation required by this paragraph until March 10th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the periods covered thereby in conformity with GAAPpreceding calendar year. (iic) The statement No later than February 1 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 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 the form of Exhibit D demonstrating, as of the end of such each fiscal year, compliance with commencing in 2007, the Computation Covenants, certified by a Financial Officer. (vi) Financial information Servicer shall notify the Trustee and the Depositor as to the assets ofname of each Subservicer engaged by it and each Servicing Function Participant utilized by it and by each Subservicer engaged by it, and Investments the Trustee shall notify the Depositor as to the name of the Company each Servicing Function Participant utilized by it, and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 notice will specify what specific Servicing Criteria will be addressed in the information set forth report on assessment of compliance prepared by such Servicing Function Participant in such Exhibits not previously furnished each case, to the Lenders in writingextent of any change from the prior year's notice, which supplement must be reasonably satisfactory if any. When the Servicer or the Trustee submits its assessment pursuant to Section 3.23(a), the Administrative AgentServicer and the Trustee, as well as any changes in applicable, will also at such time include the Organization Documents or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. assessment (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitionsattestation pursuant to Section 3.23(b)) of each Servicing Function Participant utilized by it and by each Subservicer engaged by it.

Annual Reports. The Company 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 furnish provide annually to the Lenders as soon as availableMSRB, and in any event within 90 days six (6) months after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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: Fiscal Year: (i) Unqualified reports financial information and operating data of Ernst & Young LLP the general type included in the Sale and 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 (orii) audited general purpose financial statements of the WCID, if they cease then available. However, GBRA and the WCID only undertake to provide the information in the preceding sentence that is customarily prepared and publicly available. Any financial statements so 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 provided shall be (i) prepared in accordance with generally accepted auditing standards accounting principles for governmental agencies or such other accounting principles as the WCID may be required to employ from time to time pursuant to state law or regulations, 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 audited, if the WCID commissions an audit of such accountants that they have caused this Agreement to statements and the audit is completed within the period during which it must be reviewed and that in provided. If 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 financial statements is not completed within such period, then 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 WCID shall provide unaudited financial statements within the scope of their auditrequired period, and shall provide audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. (iii) A certificate of B. If 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 the form of Exhibit D demonstrating, as of the end of such WCID changes its fiscal year, compliance it will file notice of such change (and of the date of the new fiscal year end) with GBRA and the Computation Covenants, certified MSRB prior to the next date by a Financial Officerwhich the WCID otherwise would be required to provide financial information and operating data pursuant to this Section. (vi) Financial C. The financial information as and operating data to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements be provided pursuant to Schedules 5.01 and 5.03 showing any changes in the information 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, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. Copies of such Exhibits not previously information and operating data shall be furnished to GBRA at the same time the information and data are furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 AgentMSRB. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year (orFiscal Year, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated financial information regarding Holdings and its Subsidiaries consisting of consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of the Company end of such year and related statements of income and cash flows of Holdings 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 the Borrower being a going concern by Holdings' Accountants, together with the report of such accounting firm stating that (i) such financial statements fairly present the consolidated financial position of Holdings and its Subsidiaries as at the end dates indicated and the results of such fiscal year, their operations and cash flow for the Consolidated statements of income periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Holdings' Accountants shall concur and Consolidated statements of changes that shall have been disclosed in shareholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detailnotes to the financial statements) and together, (ii) the examination by Holdings' Accountants in the case of Consolidated financial statements, connection with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if 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 such consolidated financial statements has been made in accordance with generally accepted auditing standards 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 accompanied by a certificate stating that in the course of their the regular audit of the Company business of Holdings and its Subsidiaries such accounting firm has obtained no facts have come knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing a statement as to their attention the nature thereof; provided, however, that cause them such accounting firm shall not be liable to believe that any Default exists and in particular that they have no the Lenders for failure to obtain 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 understanding that the examination or Event 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 auditDefault. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 days no later than the earlier to occur of (x) the ninetieth (90th) day after the end of each fiscal year of the Borrower, and (or, if earlier, y) the date that is five tenth (510th) days day after the date that on which any of the Company’s 10-K filing is following items are required to be delivered to the SEC)Commission, (a) the Consolidated audited consolidated and unaudited consolidating balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related statements of income and Consolidated statements of changes in consolidated earnings, consolidated shareholders’ equity and of consolidated cash flows of the Company Borrower and its Subsidiaries for such fiscal year (all year, and in reasonable detail) and together, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal yearyear in form and substance sufficient to calculate the financial covenants set forth in Section 7.4, all accompanied by: and (ib) Unqualified reports of Ernst & Young LLP an audit report on the items listed in clause (or, if they cease to be auditors a) hereof (with the exception of the Company and its Subsidiaries, other unaudited consolidating balance sheet) of independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated 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 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 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. standards. The deliveries made pursuant to this clause (ii) The statement shall be accompanied by a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained no knowledge of any Default or Unmatured Default under Section 6.05 or7.4, 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 such all of the foregoing information is not fairly, accurately and completely set forth in the case, specifying such Default and the nature thereof. This statement is furnished by such accountants Borrower’s Form 10-K filing 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. (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 the form of Exhibit D demonstrating, as of the end of Commission for such fiscal year, compliance the Borrower may deliver such Form 10-K filing in lieu of a separate report setting forth such information, together with the Computation Covenants, certified by a Financial Officer. accountant’s certificate described in the prior sentence (vi) Financial information as to the assets of, and Investments which is not part of the Company Form 10-K); provided, however, that the Borrower must comply with the timing requirements for such delivery whether constituting a Form 10-K filing or another report and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”must deliver any corresponding compliance certificates hereunder when due. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to Within one hundred twenty (120) days (or one hundred fifty (150) days in the Lenders as soon as availablecase of the fiscal year ending December 31, and in any event within 90 days 2014) after the end last day of each fiscal year (orof Holdings, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets a copy of the Company consolidated balance sheet of Holdings and its Restricted Subsidiaries as at of the end last day of such the fiscal year, year then ended and the Consolidated consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company Holdings and its Restricted Subsidiaries for such the fiscal year (all then ended, and accompanying notes thereto, each in reasonable detail) and togetherdetail showing in comparative form the figures for the previous fiscal year, accompanied in the case of Consolidated the consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: statements by an opinion of (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other an independent certified public accountants accounting firm of recognized national standing selected by the Borrowers or (ii) any other accounting firm reasonably satisfactory acceptable to the Required Lenders)Administrative Agent (which opinion shall be unqualified as to scope, containing no material uncertainty, subject to the proviso below) to the effect that they have audited the foregoing Consolidated consolidated financial statements in accordance with generally accepted auditing standards have been prepared and that such Consolidated financial statements present fairly, in all material respects, in accordance with GAAP the consolidated financial position condition of the Company Holdings and its Restricted 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 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 the form of Exhibit D demonstrating, as of the end close of such fiscal year; provided, compliance with that such financial statements shall not contain a “going concern” qualification or statement, except to the Computation Covenantsextent (and 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, certified 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 Financial Officer. management discussion and analysis (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be form reasonably satisfactory acceptable to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers ) of the Company or financial performance of Holdings and its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.Restricted Subsidiaries;

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 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 (orincluding the fiscal year ended on or about December 31, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC2001), (a) the Consolidated consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related consolidated and consolidating statements of income and Consolidated statements of changes in shareholders’ income, stockholders' equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togetherand, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal year, all accompanied by: year and (ib) Unqualified reports an audit report on the items (other than the consolidating financial statements) listed in clause (a) hereof of Ernst & Young LLP (or, if 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)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and cash flows for the periods covered thereby indicated in conformity with GAAP. 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 (iitogether 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 statement deliveries made pursuant to this clause (iii) shall be accompanied by a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained 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 understanding that the examination or Event 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 if, in the opinion of such officer has such knowledgeaccountants, specifying such any Default and or Event of Default shall exist, stating the nature and status 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.;

Annual Reports. The Company Each Borrower shall furnish to the Lenders as soon as availableLender (I) annually, and in any event within 90 120 days after the end each calendar year, a complete copy of Guarantor's annual financial statements audited by an independent certified public accounting firm (accompanied by an unqualified opinion from such accounting firm) reasonably acceptable to Lender, of which Lender has preapproved Guarantor's current auditor, RBSM, LLP, each fiscal year in accordance with GAAP and containing balance sheets and statements of profit and loss on a combined basis (or, if earlier, the date that is five II) twenty (520) days after request by Lender, such financial information with respect to each Borrower and the date that Property owned by such Borrower in such detail as Lender may reasonably request. Such financial statements (a) shall be in form and substance satisfactory to Lender, (b) shall set forth the Company’s 10-K filing is required to be delivered to financial condition and the SEC), 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 expenses for 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 Guarantor for the immediately preceding fiscal calendar year, all accompanied by: including statements of annual Net Operating Income for each Property owned by the Borrowers as well as (i) Unqualified reports a list of Ernst & Young LLP (ortenants, if they cease to be auditors any, occupying more than twenty percent (20%) of the Company rentable space of the Property owned by such Borrower, (ii) a breakdown showing (A) the year in which each Lease then in effect expires, (B) the percentage of rentable space covered by such Lease and its Subsidiaries(C) the percentage of base rent with respect to which Leases shall expire in each such year, 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 expressed both on a per year and a cumulative basis and (c) shall be accompanied by an Officer's Certificate (substantially in accordance with generally accepted auditing standards and the form attached as Schedule 11-1 hereto) certifying (i) that such Consolidated financial statements present fairlystatement is true, in all material respectscorrect, complete and accurate and presents fairly the financial position condition of the Company Property owned by such Borrower and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby has been prepared in conformity accordance with GAAP. , (ii) The statement whether there exists a Default or Event 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 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 and if such officer has such knowledgeso, specifying such Default and the nature thereof, the period of time it has existed and what the action then being taken to remedy it, (iii) that as of the Company has takendate of such Officer's Certificate, no litigation exists involving any Borrower or any Property in which the amount involved is taking $250,000 (in the aggregate) or proposes to take with respect thereto. more or in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taken in relation thereto and (iv) [intentionally omitted.] (v) A Compliance Certificate the amount by which operating expenses incurred by Borrowers for such period were greater than or less than the operating expenses reflected in the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officerapplicable Annual Budget. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets of (A) the Company Parent and its Subsidiaries as at the end of such fiscal yearFiscal Year and (B) to the extent the same are routinely and regularly prepared, each Borrower and its Subsidiaries as at the Consolidated end of such Fiscal Year and (ii) the related consolidated and consolidating statements of income and Consolidated statements of changes in income, shareholders’ ' equity and cash flow of cash flows of (A) the Company Parent and 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 year (all Fiscal Year, setting forth in reasonable detail) and together, each case in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal yearprevious 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), all accompanied by: as applicable, and (iii) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors a report on such consolidated Financial Statements of the Company Parent and its Subsidiaries, Subsidiaries of KPMG Peat Marwick LLP or other independent certified public accountants of recognized national standing reasonably satisfactory acceptable to the Required Lenders)Agent, containing no material uncertaintywhich report shall be unqualified as to the scope of the audit performed and as to the "going concern" status of the Parent and its Subsidiaries, shall not contain any other Impermissible Qualification, and shall state that such Financial Statements fairly present the consolidated financial position of the Parent and its Subsidiaries and, to the effect 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 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 KPMG Peat Marwick LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the Financial Statements) and that they have audited the foregoing Consolidated financial statements examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlystandards. Notwithstanding the foregoing, in all material respects, the financial position event (A) the filing of the Company Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and its Subsidiaries covered thereby at Parent has provided Agent with written notice of such delay by the dates thereof and the results of their operations due date for the periods covered thereby in conformity with GAAP. reports required for such Fiscal Year under this clause (iic) The statement and (B) the Borrowers shall deliver either the required reports or interim good faith estimates of such accountants that they have caused this Agreement the information required 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 reported 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 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 this clause (c) within the scope of their audit. one hundred five (iii105) 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 the form of Exhibit D demonstrating, as of days after the end of such fiscal yearFiscal Year, compliance upon delivery of such required reports or interim estimates within such period the Borrowers shall be deemed to have complied with the Computation Covenants, certified by a Financial Officerrequirements of this clause (c) with 77 respect to such Fiscal Year; provided that Borrowers deliver the required reporting substantially concurrently with Parent's filing of its annual report with the Commission. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets of the Company (A) Aviation Sales and its Subsidiaries as at the end of such fiscal yearFiscal Year and (B) to the extent the same are routinely and regularly prepared, each Guarantor and its Subsidiaries as at the Consolidated end of such Fiscal Year and (ii) the related consolidated and consolidating statements of income and Consolidated statements of changes in income, shareholders’ ' equity and cash flow of cash flows of (A) Aviation Sales and its Subsidiaries and (B) to the Company extent the same are routinely and regularly prepared, Leasing and its Subsidiaries and each Guarantor and its Subsidiaries for such fiscal year (all Fiscal Year, setting forth in reasonable detail) and together, each case in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal yearprevious 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), all accompanied by: as applicable, and (iiii) Unqualified reports a report on such consolidated Financial Statements of Ernst & Young Aviation Sales and its Subsidiaries of Arthur Andersen LLP (oror other independent cxxxxxxex xxxxxx accountants acceptable to the Agent, if they cease which report shall be unqualified as to be auditors the scope of the Company audit performed and as to the "going concern" status of Aviation Sales and shall not contain any other Impermissible Qualification and shall state that such Financial Statements fairly present the consolidated financial position of Aviation Sales and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertaintySubsidiaries and, to the effect 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 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 Arthur Andersen LLP or any such other indexxxxxxt xxxxxxxed public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the Financial Statements) and that they have audited the foregoing Consolidated financial statements examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlystandards. Notwithstanding the foregoing, in all material respects, the financial position event the filing of Aviation Sales' annual report with the Company Commission with respect to any Fiscal Year is delayed for any reason and its Subsidiaries covered thereby at Aviation Sales has provided Agent with written notice of such delay by the dates thereof and the results of their operations due date for the periods covered thereby in conformity with GAAP. reports required for such Fiscal Year under this CLAUSE (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 orC), if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants Aviation Sales shall comply with the understanding that requirements of this clause (c) if it delivers the examination required reports by the earlier 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. (iiiy) 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. one hundred twenty (iv120) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of days after the end of such fiscal yearFiscal Year, compliance or (z) substantially concurrently with its filing of its annual report with the Computation Covenants, certified by a Financial OfficerCommission. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within one hundred eighty (180) days after the end last day of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets of the Company Borrower commencing with the fiscal year ending December 31, 2020, a copy of the consolidated balance sheet of 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 at of the end last day of such the fiscal year, year then ended and the Consolidated consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company Borrower and its Restricted Subsidiaries for such the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (all in reasonable detailstarting with 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 togetherreasonably acceptable to the Administrative Agent (which opinion shall be not be subject to any qualification, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease exception or explanatory paragraph as to be auditors “going concern” or scope of the Company and its Subsidiariesaudit, other independent certified public accountants of recognized national standing reasonably satisfactory subject to the Required Lenders), containing no material uncertainty, proviso below) to the effect that they have audited the foregoing Consolidated 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of the Borrower and its Restricted Subsidiaries as applied of the close of and for such fiscal year; provided that such financial statements may contain a qualification, exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting from, (A) an upcoming maturity date of the Loans or any other Indebtedness, (B) any potential inability to satisfy the Financial Covenant, or any financial covenant under any other covenants Indebtedness on a future date or in Article VI 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 related definitionsanalysis of the financial performance of the Borrower and its Restricted Subsidiaries.

Annual Reports. The Company Borrower shall furnish to the Lenders as soon as availableLender annually, and in any event within 90 120 days after the end each calendar year, a complete copy of Borrower’s or Owner’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, each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated in accordance with GAAP and containing balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of profit and loss for Borrower, Owner and the Property in such detail as Lender may request. Such financial statements (a) shall be in form and substance satisfactory to Lender, (b) shall set forth the financial condition and the income and Consolidated statements of changes in shareholders’ equity and of cash flows of expenses for 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 Property for the immediately preceding fiscal calendar year, all accompanied by: including statements of annual Net Operating Income as well as (i) Unqualified reports a list of Ernst & Young LLP (ortenants, if they cease to be auditors any, occupying more than twenty percent (20%) of the Company rentable space of the Property, (ii) a breakdown showing (A) the year in which each Lease then in effect expires, (B) the percentage of rentable space covered by such Lease and its Subsidiaries(C) the percentage of base rent with respect to which Leases shall expire in each such year, 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 expressed both on a per year and a cumulative basis and (c) shall be accompanied by an Officer’s Certificate (substantially in accordance with generally accepted auditing standards and the form attached as Schedule 10-1 hereto) certifying (i) that such Consolidated financial statements present fairlystatement is true, correct, complete and accurate in all material respects, respects and presents fairly the financial position condition of the Company Property as of the date of such report and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby has been prepared in conformity accordance with GAAP. , (ii) The statement to Borrower’s knowledge, whether there exists a Default or Event 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 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 and if such officer has such knowledgeso, specifying such Default and the nature thereof, the period of time it has existed and what the action then being taken to remedy it, (iii) that as of the Company has takendate of such Officer’s Certificate, no litigation exists involving Borrower, Owner, the Collateral or the Property in which the amount involved is taking or proposes to take with respect thereto. $500,000 (in the aggregate) and is not covered by insurance, or, if so, specifying such litigation and the actions being taken in relation thereto and (iv) [intentionally omitted.] (v) A Compliance Certificate the amount by which operating expenses incurred by Borrower and Owner for such period were greater than or less than the operating expenses reflected in the form applicable Annual Budget. Notwithstanding the foregoing, the annual reporting requirements of Exhibit D demonstrating, as Borrower herein will be deemed satisfied upon delivering to Lender copies of the end Form 10-K of such fiscal year, compliance with Guarantor within the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information timeframes set forth in such Exhibits not previously furnished this Section 6.3.2, so long as: (1) Guarantor is subject to the Lenders in writingreporting requirements of the Exchange Act, which supplement must be reasonably satisfactory or any successor statute or statutes thereto, and (2) Guarantor files its financial information with the U.S. Securities and Exchange Commission as and when required by the Exchange Act and such financial information of Guarantor is available to the Administrative Agent, 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 Agentpublic. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as available, practicable and in any event within 90 -------------- ninety (90) days after the end close of each fiscal year (or, if earlier, the date that is five (5) days after the date that of the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets a consolidated (and consolidating) statement of the Company operations 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 Consolidated Subsidiaries for such fiscal year and a consolidated (all in reasonable detailand consolidating) and together, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors balance sheet of the Company and its SubsidiariesConsolidated 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, which statements and balance sheet shall be certified by PriceWaterhouseCoopers or other independent certified public accountants of recognized national standing selected by the Company and reasonably satisfactory to the Required Lenders), containing no material uncertainty, Agent. The certificate or report of such accountants (the "Accountant's Opinion") shall be without an exception or qualification arising out of the scope of the audit with respect to such statements and balance sheet being prepared in compliance with GAAP and shall in any event contain a written statement of such accountants substantially to the effect that they have audited the foregoing Consolidated financial (i) such accountants examined such statements and balance sheet in accordance with generally accepted auditing standards and that accordingly made such Consolidated financial tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such statements and balance sheet present fairly, in all material respects, the financial position of the Company and its Consolidated 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with year and the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to results of its operations and the assets of, and Investments of the Company and changes in its Subsidiaries in, each Immaterial Subsidiary as of the end of financial position for such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. in conformity with GAAP (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any except for changes in application in which such accountants concur). A copy of the information set forth in such Exhibits not previously furnished Accountant's Opinion shall be delivered to the Lenders in writing, which supplement must Agent and each Purchaser and signed by such independent public accountants. Each set of statements and balance sheets delivered pursuant to this Section 7.5(a) shall be reasonably satisfactory to accompanied by a certificate dated the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers date of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event delivery of a change in GAAP after June 30, 2006, computations such statements and balance sheet by the CompanyDesignated Financial Officer stating in substance that he or she has reviewed this Agreement and that in making the examination necessary for this certification, certified by a Financial Officerhe or she did not become aware of any Event of Default or Default, reconciling or if he or she did become so aware, such certificate shall state the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI nature and related definitionsperiod of existence thereof if determinable.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 95 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (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: (ia) Unqualified reports of Ernst & Young LLP (or, if 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. (iib) 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 Sections 6.5 through 6.18 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. (iiic) 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. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company, substantially in the form of Exhibit D historically prepared 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 6.4.4. (e) Computations by the Company demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1 and 5.03 7.3 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30, 20061996, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall Borrower will furnish to the Lenders as soon as available, and in any event within 90 120 days after the end of each fiscal year year: (or, if earlier, a) The Annual Report of the date that is five (5) days after Borrower as required by the date that the Company’s Exchange Act on Form 10-K filing is required to be delivered to the SEC), the for such fiscal year. (b) The audited Consolidated balance sheets financial statements of the Company Borrower 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, together with comparative figures for the immediately preceding fiscal year, all accompanied by:. (ic) Unqualified reports of Ernst & Young LLP (or, if they cease to be the present independent auditors of the Company Borrower and its Subsidiaries, Subsidiaries (or other independent certified public accountants of recognized national standing auditors reasonably satisfactory to the Required LendersAdministrative Agent), containing no material uncertainty, to the effect that they have audited the foregoing such 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 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. (iid) 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 Borrower 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 Sections 6.6 through 6.14 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding , it being understood that the examination of by 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. (iiie) The internally prepared Consolidating balance sheet of the Borrower and its Subsidiaries and the Consolidating statement of earnings of the Borrower and its Subsidiaries for such fiscal year (all in reasonable detail). (f) A certificate of the Company signed by a Financial Officer of the Borrower 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 Borrower has taken, is taking or proposes to take with respect thereto, and stating what changes, if any, have occurred in GAAP since the date of the financial statements described in Section 7.2(a). (ivg) [intentionally omitted.] (v) A Compliance Certificate in Computations by the form of Exhibit D demonstratingBorrower demonstrating or specifying, as the case may be, as of the end close of such fiscal year, compliance with the Computation CovenantsSections 6.6, certified by a Financial Officer6.7.1, 6.8.2, 6.8.3 and 6.11.4. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viiih) Supplements to Schedules 5.01 Exhibits 7.1, 7.11 and 5.03 7.13 showing any changes in the information set forth in such Exhibits not previously furnished to during the Lenders in writinglast quarter of such fiscal year, each of which supplement changes must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of the Company Borrower or any of its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company Borrower shall furnish furnish, or cause to the Lenders as soon as availablebe furnished, and in any event to Lender annually, within 90 one hundred twenty (120) days after following the end of each fiscal year (orFiscal Year of Borrower and Mortgage Borrower, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets a complete copy of the Company Borrower's and its Subsidiaries as at the end of such fiscal year, the Consolidated Mortgage Borrower's annual financial 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) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, audited by a "Big Four" accounting firm or other independent certified public accountants of recognized national standing reasonably satisfactory accountant acceptable to the Required Lenders), containing no material uncertainty, Lender (it being agreed that Xxxxxx LLP is acceptable to the effect that they have audited the foregoing Consolidated financial statements Lender) in accordance with generally accepted auditing standards GAAP, income tax basis or such other accounting basis selected by Borrower and that acceptable to Lender and the requirements of Regulation AB covering the Property for such Consolidated financial Fiscal Year and containing statements present fairlyof profit and loss for Borrower, in all material respectsMortgage Borrower, the Collateral and the Property and a balance sheet for Borrower and Mortgage Borrower. Such statements shall set forth the financial position of the Company and its Subsidiaries covered thereby at the dates thereof condition and the results of their operations for the periods covered thereby Property for such Fiscal Year and shall include, 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 and Mortgage Borrower's annual financial statements shall be accompanied by (i) an Officer's Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower, Mortgage Borrower, the Collateral and the Property being reported upon and has been prepared in conformity accordance with GAAP. , income tax basis or such other accounting basis selected by Borrower and acceptable to Lender and the requirements of Regulation AB, (ii) The statement an unqualified opinion of such accountants a "Big Four" accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being agreed that they have caused this Agreement Xxxxxx LLP is acceptable 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 orLender), 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. (iii) A certificate a list of tenants, if any, occupying more than ten percent (10%) of the Company signed by a Financial Officer to total floor area of the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any DefaultImprovements, 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.] 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, (v) A Compliance Certificate 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, and (vi) a statement from a "Big Four" accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being agreed that Xxxxxx LLP is acceptable to Lender) setting forth in the form of Exhibit D demonstrating, reasonable detail Guarantor's Net Worth and Liquid Assets as of the end of such fiscal year, compliance with the Computation Covenants, prior calendar year certified by a Financial OfficerGuarantor as true, correct, accurate and complete. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (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: (ia) Unqualified reports Reports of Ernst & Young KPMG Peat Marwick LLP (or, if they cease to be auditors of the Company Parent and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertaintyqualification, 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 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. (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 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. (iiib) 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. (ivc) [intentionally omittedComputations 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.] (vd) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2013, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated balance sheets sheet of the Company and its Subsidiaries Borrower as at of the end of such fiscal year and related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year, in comparative form with such financial statements as of the Consolidated end of, and for, the preceding fiscal year, and notes thereto (including the unaudited consolidating balance sheet and statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of separating out Borrower and 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 yearSubsidiaries), all prepared in accordance with GAAP and accompanied by: (i) Unqualified reports by an opinion of Ernst & Young BDO USA, LLP (or, if they cease to be auditors of the Company and its Subsidiaries, or other independent certified public accountants of recognized national standing reasonably satisfactory to the Required LendersAdministrative Agent (which opinion shall not be qualified as to scope or contain any going concern or any other similar qualification (provided that it shall not be a violation of this Section 5.01(a) if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Term Loans is subject to a “going concern” or other qualification solely as a result of such impending stated final maturity date under this Agreement)), containing no material uncertainty, to the effect stating that they have audited the foregoing Consolidated such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlyfairly present, in all material respects, the consolidated financial position position, results of operations and cash flows of Borrower as of the Company dates and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby specified in conformity accordance with GAAP. GAAP and (ii) The statement of such accountants that they have caused this Agreement to be reviewed a narrative management’s discussion and that analysis, 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower and its Subsidiaries for such fiscal year, as well as compared to amounts for the previous fiscal year (it being understood that any changes information required by this Section 5.01(a) may be furnished, to the extent included therein, 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 form of a change in GAAP after June 30Form 10-K filed with the SEC, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred which will satisfy Borrower’ obligation with respect to above any such information under this Section 5.01(a) with financial statements prepared in accordance with GAAP as applied respect to the other covenants in Article VI and related definitions.such fiscal year);

Annual Reports. The Company shall Restricted Companies will furnish to the Lenders Administrative Agent (with sufficient copies for each Lender) as soon as available, and in any event within 90 105 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated and Consolidating balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating statements of income and Consolidated statements of earnings, changes in shareholders’ equity and of cash flows of the Company Borrower and its Subsidiaries for such fiscal year (all in reasonable detail) and togetherdetail and, in the case of Consolidated such Consolidating financial statements, showing the financial condition and performance of the Restricted Companies as a group), and together with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports of Ernst & Young Axxxxx Axxxxxxx LLP (or, if they cease to be auditors of the Company and its SubsidiariesRestricted Companies, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required LendersAdministrative Agent), containing no material uncertainty, to the effect that they have audited the foregoing such 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 Restricted Companies at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (iib) The statement of such accountants that they have caused this Agreement Section 7.5 to be reviewed and that in the course of their audit of the Company and its Subsidiaries Restricted Companies no facts have come to their attention that cause them to believe that any Default under such Section 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 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. (iiic) 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 Restricted Companies have taken, is are taking or proposes propose to take with respect thereto. (iv) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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. (ixd) In the event of a material change in GAAP after June 30the Second Restatement Effective Date, 2006, computations by the Companycomputations, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 7 and related definitions. (e) Computations demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants. (f) A supplement to Exhibit 8.1 showing any changes in the information set forth in such Exhibit during the last quarter of such fiscal year.

Annual Reports. The Company shall furnish to the Lenders -------------- as soon as available, and in any event within 90 95 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of income, changes in shareholders’ ' equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togethertogether with Consolidating schedules as of such date and for such period and, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports of Ernst & Young KPMG Peat Marwick LLP (or, if 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. (iib) 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 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. (iiic) 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. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in the form of set forth in Exhibit D 6.4.1 hereto demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vie) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiif) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 7.15 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company Borrower shall furnish to the Lenders Agent as soon as available, and in any event within 90 95 days after the end of each fiscal year (or, if earlieryear, the date that is five (5) Form 10-K of the Borrower for such year. The Borrower shall furnish to the Agent as soon as available, and in any event within 120 days after the date that the Company’s 10-K filing is required to be delivered to the SEC)end of each fiscal year, the Consolidated and Consolidating balance sheets of the Company and its Subsidiaries Obligors 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 Obligors 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: (ia) Unqualified reports of Ernst & Young LLP (or, if 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)Agent, containing no material uncertaintyuncertainty and without any Impermissible Reference, 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 Obligors covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (iib) 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 Borrower 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 Sections 6.5 through 6.23 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. (iiic) A certificate of the Company Borrower 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 Borrower has taken, is taking or proposes to take with respect thereto. (ivd) [intentionally omittedComputations by the Borrower comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Agent in accordance with Section 6.4.3.] (ve) A Compliance Certificate in Computations by the form of Exhibit D Borrower demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 10.4.2 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders Agent in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30, 2006the Initial Closing Date, computations by the CompanyBorrower, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish Other than with respect to the Lenders periods covered by Section 7.1(A)(iv), as soon as availablepracticable, and in any event within 90 ninety-five (95) days after the end of each fiscal year year, (or, if earliera) so long as the Borrower is a reporting company under the Securities and Exchange Act of 1934, the date that is five (5) days after the date that the Company’s Borrower's annual report on Form 10-K filing (or any replacement form adopted by the Commission) and (b) if the Borrower is required to be delivered to no longer a reporting company under the SEC)Securities and Exchange Act of 1934, the Consolidated consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related consolidated statements of income and Consolidated statements of changes in shareholders’ income, stockholders' equity and of cash flows of the Company Borrower and its Subsidiaries for such fiscal year (all year, and in reasonable detail) and together, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal yearyear along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.4, all accompanied by: and, in either case, an audit report on such financial statements (iother than the consolidating schedules) Unqualified reports of Ernst & Young LLP (or, if 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)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated such financial statements fairly present the consolidated and consolidating financial position of the Borrower and its Subsidiaries as at the dates indicated and the 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 standards; provided, however, that all such financial information and that such Consolidated certifications shall be subject to the Catalina Re-Audit and any restatements of or modifications to financial statements present fairlyor financial information resulting therefrom up to the Financial Information Restatement Limit; provided, in all material respectsfurther, that failure to deliver any audited document required pursuant to this Section for the financial position fiscal year ending March 31, 2004 prior to the completion of the Company and its Subsidiaries covered thereby at the dates thereof and the results Catalina Re-Audit shall not be deemed to be a breach 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 or a 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 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 auditArticle VIII hereof. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within ninety (90) days after the end of each fiscal calendar year, Borrowers shall furnish to Administrative Agent, (a) a copy of the annual audit report for such calendar year (orfor Parent Guarantor and its subsidiaries, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated including therein consolidated balance sheets of the Company Parent Guarantor 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) Unqualified reports of Ernst & Young LLP (or, if 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 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 the form of Exhibit D demonstrating, subsidiaries as of the end of such fiscal calendar year and consolidated statements of income and a consolidated statement of cash flows of Parent Guarantor and its subsidiaries for such calendar year, in each case accompanied by an unqualified opinion reasonably acceptable to the Required Lenders of one of the so‑called “big four” accounting firms or another independent public accountant of recognized standing reasonably acceptable to the Required Lenders, (b) a statement of aggregate sales by tenants under Leases or other occupants of the Individual Property, both on an actual (or to the extent such information is not provided by tenants, Manager’s or Borrower’s best estimate) and on a comparable store basis for the applicable calendar year, in scope and detail reasonably satisfactory to Administrative Agent, (c) a current Rent Roll for each Individual Property, together with a consolidated Rent Roll for the Properties, in scope and detail reasonably satisfactory to Administrative Agent, (d) a balance sheet and statement of income and expense for each Individual Property in scope and detail reasonably satisfactory to Administrative Agent, (e) aggregated income and expense statements for the Properties taken as a whole for the calendar year just ended in scope and detail reasonably satisfactory to Administrative Agent, and (f) a certificate executed by the chief financial officer of Parent Guarantor (i) that each such statement and other information being provided to Administrative Agent is true and correct in all material respects and, in the case of the financial statements, presents fairly the financial condition and the results of operations of Parent Guarantor, its subsidiaries and the Properties and, in the case of the financial statements, has been prepared in accordance with Section 8.2, (ii) that there exists no Event of Default or Potential Default as of the date of the certificate (or, if a Potential Default has occurred and is continuing, a statement as to the nature thereof and the action that Borrowers have taken and propose to take with respect thereto), and (iii) certifying (x) as to whether the Corporate Revolver Borrower is in compliance with the Computation Covenants, certified by a Financial Officer. Covenants and (viy) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary Debt Service Coverage Ratio as of the end of such fiscal yearthe calendar year just ended, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes together with, in the information set forth each case, a schedule in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably form satisfactory to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers Agent of the Company or its Subsidiaries from those previously certified to the Administrative Agentcomputations used by Parent Guarantor in determining (x) and (y) and reasonably detailed supporting information. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (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: (ia) Unqualified reports Reports of Ernst & Young LLP (or, if 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 uncertaintyqualification, 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. (iib) 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 Section 6.05 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. (iiic) 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. (ivd) [intentionally omittedComputations by the Holding 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.] (ve) A Compliance Certificate Computations by the Holding Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1 and 5.03 7.3, exhibit 3.3 to the 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 exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30December 31, 20061997, computations by the Holding Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions. (i) In reasonable detail, management's discussion and analysis of the results of operations and the financial condition of the Holding Company and its Subsidiaries and the Borrower and its Subsidiaries as at the end of and for the year covered by such financial statements.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 days 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 (or, if earlier, y) the date that is five tenth (510th) days day after the date that on which any of the Company’s 10-K filing is following items are required to be delivered to the SEC)Commission, (a) the Consolidated consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related statements of income and Consolidated statements of changes in consolidated earnings, consolidated shareholders’ equity and of consolidated cash flows of the Company Borrower and its Subsidiaries for such fiscal year (all year, and in reasonable detail) and together, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal yearyear in form and substance sufficient to calculate the financial covenants set forth in Section 7.4, all accompanied by: and (ib) Unqualified reports an audit report on the items listed in clause (a) hereof of Ernst & Young LLP (or, if 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)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated 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 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 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. standards. The deliveries made pursuant to this clause (ii) The statement shall be accompanied by a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained no knowledge of any Default or Unmatured Default under Section 6.05 or7.4, 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 such all of the foregoing information is not fairly, accurately and completely set forth in the case, specifying such Default and the nature thereof. This statement is furnished by such accountants Borrower’s Form 10-K filing 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. (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 the form of Exhibit D demonstrating, as of the end of Commission for such fiscal year, compliance the Borrower may deliver such Form 10-K filing in lieu of a separate report setting forth such information; provided, however, that the Borrower must comply with the Computation Covenants, certified by timing requirements for such delivery whether constituting a Financial OfficerForm 10-K filing or another report and must deliver any corresponding compliance certificates hereunder when due. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within (a) five Business Days of the Effective Date with respect to the fiscal year ended November 30, 1997 and (b) for each other fiscal year, within 90 days after the end of each such fiscal year year, (or, if earlier, 1) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related consolidated statements of income and Consolidated statements of changes in shareholders’ income, stockholders' equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all year, and in reasonable detail) and together, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal year, all accompanied by: year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.4 and (i2) Unqualified reports an audit report on the items listed in clause (1) hereof (other than the consolidating schedules) of Ernst & Young LLP (or, if 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)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements fairly present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and cash flows for the periods covered thereby indicated in conformity with GAAP. 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. The deliveries made pursuant to this clause (iiiii) The statement shall be accompanied by (x) any management letter identifying material weaknesses in internal accounting controls prepared by the above-referenced accountants, (y) a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained 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 understanding that the examination or Event 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 if, in the opinion of such officer has such knowledgeaccountants, specifying such any Default and or Event of Default shall exist, stating the nature and status thereof; PROVIDED, and what action notwithstanding the Company has takenforegoing, is taking or proposes to take the certificate required under clause (y) with respect thereto. (iv) [intentionally omitted.] (v) A Compliance Certificate in to the form of Exhibit D demonstratingfiscal year ended November 30, as 1997 shall be required to be delivered within five Business Days of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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) Effective Date. In the event any management letter identifying material weaknesses in internal accounting controls prepared by the above-referenced accountants is delivered to the Company at any other time, the Company shall promptly, but in any event within 10 Business Days of a change in GAAP after June 30, 2006, computations by the delivery thereof to the Company, certified by deliver a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied copy thereof to the other covenants in Article VI and related definitionsholders of the Notes.

Annual Reports. The Company shall furnish to the Lenders as -------------- soon as available, and in any event within 90 95 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of income, changes in shareholders’ ' equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togethertogether with Consolidating schedules as of such date and for such period and, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports of Ernst & Young KPMG Peat Marwick LLP (or, if 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. (iib) 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 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. (iiic) 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. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in the form of set forth in Exhibit D 6.4.1 hereto demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vie) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiif) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 7.15 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year (orFiscal Year, if earlier, financial information regarding the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated Company and its Subsidiaries consisting of consolidated and consolidating balance sheets of the Company and its Subsidiaries as at of the end of such fiscal year, the Consolidated year and related 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 Fiscal Year, all prepared in conformity with GAAP, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year (all in reasonable detailif available) and togetherthe figures contained in the business plan provided pursuant to clause (f) of Section 6.1 (Financial Statements) for such Fiscal Year, and certified, in the case of Consolidated such consolidated financial statements, without qualification as to the scope of the audit or as to the Company or any of its Subsidiaries being a going concern by the Company's Accountants, together with comparative figures for the immediately preceding fiscal year, all accompanied by: report of such accounting firm stating that (i) Unqualified reports of Ernst & Young LLP (or, if 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 such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements fairly present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and cash flow for the periods covered thereby indicated in conformity with GAAP. GAAP applied on a basis consistent with prior years (except for changes with which such Company's Accountants shall concur and that shall have been disclosed in the notes to the financial statements) and (ii) The statement of the examination by such accountants that they have caused this Agreement to be reviewed Company'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 their the regular audit of the business 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 such accounting firm has obtained no knowledge that a Default or Event of any Default has occurred and is continuing under Section 6.05 the financial or debt covenants, or, if such is not the case, specifying accounting firm has knowledge that any such Default or Event of Default has occurred and is continuing, a statement as to 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 days on or before the earlier of (x) the 95th day after the end of each fiscal year of the Company and (or, if earlier, y) the date that is five (5) days fifth day after the date that on which the Company’s Company is required to file a Form 10-K filing is required to be delivered to under the SEC)Exchange Act for such fiscal year, the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of income, changes in shareholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied byby the following: (ia) Unqualified reports of Ernst & Young KPMG LLP (or, if 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 uncertaintyqualification, 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. (iib) The statement of such accountants that they have caused this Agreement to be reviewed audited the foregoing Consolidated financial statements and that in the course of their audit of the Company and its Subsidiaries no facts have come Subsidiaries, nothing came to their attention that cause caused them to believe that the Company or any Default exists and of its Subsidiaries failed to comply with the terms, covenants, provisions or conditions set forth in particular that Sections 6.5 through 6.19 insofar as they have no knowledge of any Default under Section 6.05 relate to accounting matters or, if such is not the case, specifying such Default the noncompliance and the nature thereof. This statement is furnished by such accountants with the understanding that the examination audit was not directed primarily towards obtaining knowledge 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 auditnoncompliance. (iiic) 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. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in the form of set forth in Exhibit D 6.4.1 hereto demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. In the event of an inconsistency between Exhibit 6.4.1 and this Agreement, this Agreement shall govern. (vie) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans), if any, and (ii) the fair market value of the assets of any such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiif) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 7.15 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall Managing Member will prepare, on an accrual basis in accordance with GAAP and on a tax basis, at the expense of the Company, and furnish to the Lenders as soon as available, and in any event within 90 each Member no later than sixty (60) days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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 an unaudited balance sheet 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) Unqualified reports of Ernst & Young LLP (or, if 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 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 the form of Exhibit D demonstrating, dated as of the end of such fiscal year, compliance with an unaudited related income statement of the Computation CovenantsCompany for such fiscal year, certified by a Financial Officer. (vi) Financial an unaudited statement of changes in the Member’s capital for such fiscal year and information for the fiscal year as to the assets ofbalance in each Member’s Capital Account for such fiscal year, and Investments an unaudited statement of cash flows of the Company as of the end of the fiscal year, and such other supporting schedules, reports and backup information as reasonably requested by Xxxxxx Mae, all of which shall be certified by the Managing Member as being, to the best of its Subsidiaries inknowledge, true and correct. In addition, the Managing Member will prepare, at the expense of the Company, and furnish to each Immaterial Subsidiary Member within ninety (90) calendar days after the end of such fiscal year, (i) an audited balance sheet of the Company dated as of the end of such fiscal yearyear which shall include the unaudited balance sheets of all Project Subsidiaries, 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 unless the information set forth in such Exhibits not previously furnished Executive Committee shall agree to the Lenders in writingcontrary, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers (ii) an audited related income statement of the Company or its Subsidiaries from those previously for such fiscal year, (iii) an audited statement of cash flows for such fiscal year, and (iv) an audited statement of each Member’s Capital Account for such fiscal year, all of which shall be certified by the Managing Member as being, to the Administrative Agent. (ix) best of its knowledge, true and correct in all material respects, and all of which shall be accompanied by an unqualified audit report of the Company Accountants. The Managing Member shall provide such balance sheet, income statement and statement of Capital Accounts in draft form to the Members for review prior to finalization and delivery of the audit report in respect thereof. In connection with the event annual reports to be provided pursuant to this Section 9.3.2, the Managing Member shall cause the Property Manager to prepare, at the expense of a change in GAAP after June 30the Property Manager, 2006balance sheets, computations income statement, statements of cash flows, status reports and such other statements and reports with respect to each Project Subsidiary and each Property which are necessary for the Managing Member to prepare the annual reports on behalf of the Company as required by this Section 9.3.2. The Managing Member shall deliver with each submission required by the Companyfirst sentence hereof, an updated organization chart for MAAC and MAA, certified by a Financial Officerthe Managing Member as being, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI best of its knowledge, true and related definitionscorrect.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 100 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements statement of income and Consolidated statements statement 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: (ia) Unqualified reports of Ernst & Young LLP PricewaterhouseCoopers (or, if they cease to be act as auditors of the Company and its SubsidiariesCompany, 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. (iib) 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 Sections 6.5 through 6.16 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. (iiic) A certificate of the Company signed by a Financial Officer Officer, substantially in the form of Exhibit 6.4.1, 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 such Borrower has taken, is taking or proposes to take with respect thereto. (iv) [intentionally omitted.] (v) A Compliance Certificate in , and containing a schedule of computations by the form of Exhibit D Company demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viiid) Supplements to Schedules 5.01 Exhibits 7.1 and 5.03 7.3 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of any of the Company Borrowers or its their respective Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company Borrower shall furnish to the Lenders Agent as soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated and Consolidating balance sheets of the Company 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 Company Borrower 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: (ia) Unqualified reports of Ernst & Young LLP (or, if 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)Agent, containing no material uncertaintyuncertainty and without any Impermissible Reference, 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 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. (iib) 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 Borrower 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 Sections 6.5 -45- 55 through 6.21 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. (iiic) A certificate of the Company Borrower 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 Borrower has taken, is taking or proposes to take with respect thereto. (ivd) [intentionally omittedComputations by the Borrower comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Agent in accordance with Section 6.4.4.] (ve) A Compliance Certificate in Computations by the form of Exhibit D Borrower demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 10.4.2 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders Agent in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company Borrower or its Subsidiaries from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30, 2006the Initial Closing Date, computations by the CompanyBorrower, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall will furnish to the Lenders Harcourt as soon as available, and in any event within 90 110 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that of the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets sheet of the Company and its Majority-Owned Subsidiaries as at the end of such fiscal year, year and the Consolidated statements of income and Consolidated statements income, of changes in shareholders’ ' equity and of cash flows of the Company and its Majority-Owned Subsidiaries for such fiscal year and the last fiscal quarter of 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: (ia) Unqualified reports of Ernst Deloitte & Young LLP Touche (or, if they cease to be auditors of the Company and its Majority-Owned Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lendersstanding), containing no material uncertaintyqualification, to the effect that they have audited the foregoing Consolidated financial statements (other than the financial statements for the last quarter of such fiscal year) in accordance with generally accepted auditing standards and that such audited Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Majority-Owned Subsidiaries covered thereby at the dates date thereof and the results of their operations for the periods period covered thereby in conformity with GAAP.; (iib) The 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 Majority-Owned Subsidiaries no facts have come to their attention that cause them to believe that any First Tier Default or 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 First Tier Default or Default and the nature thereof. This ; provided, however, that 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 First Tier Default or Default except as it relates to accounting or auditing matters within the scope of their audit.; (iiic) A a certificate of the Company signed by a Financial Officer the chief financial officer or treasurer of the Company to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any First Tier Default or Default, or if such officer has such knowledge, specifying such First Tier Default or Default and the nature thereof, thereof and what action the Company has taken, is taking or proposes to take with respect thereto.; (ivd) [intentionally omitted.] (v) A Compliance Certificate in computations by the form of Exhibit D Company demonstrating, as of the end of such fiscal year and the last fiscal quarter of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer.; and (vie) Financial information as to in reasonable detail, management's discussion and analysis of (i) the assets of, results of operations and Investments the financial condition of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of and for each of (A) such fiscal year, demonstrating that year and (B) the last fiscal quarter of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. fiscal year and (viiii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers progress of the Company or in implementing its Subsidiaries from those previously certified new business plan as presented by the Company to the Administrative AgentSpecial Committee of the Board of Directors of Harcourt on November 15, 1998. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days (or such shorter period of time as is required by the Securities and Exchange Commission for delivery of annual financial statements) after the end of each fiscal year (orincluding the fiscal year ended on or about December 31, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC2001), (a) the Consolidated consolidated and consolidating balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related consolidated and consolidating statements of income and Consolidated statements of changes in shareholders’ income, stockholders' equity and of cash flows flow of the Company Borrower and its Subsidiaries for such fiscal year (all in reasonable detail) and togetherand, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal year, all accompanied by: year and (ib) Unqualified reports an audit report on the items (other than the consolidating financial statements) listed in clause (a) hereof of Ernst & Young LLP (or, if 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)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated such financial statements fairly present in all material respects 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 and that such Consolidated financial statements present fairly, in all material respects, standards. Delivery within the financial position time period specified above of the Company Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower'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 its Subsidiaries covered thereby at filed with the dates thereof and Commission shall be deemed to satisfy the results foregoing requirements of their operations for this Section 6.1(A)(iii), provided that the periods covered thereby auditors' report contained therein satisfies the requirements specified in conformity with GAAP. clause (iib) above. The statement deliveries made pursuant to this clause (iii) shall be accompanied by a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained 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 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 Unmatured Default, or if if, in the opinion of such officer has such knowledgeaccountants, specifying such any Default and or Unmatured Default shall exist, stating the nature and status 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal yearyear (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 Form 10-K containing such statements), all accompanied by: (ia) Unqualified reports Reports of Ernst & Young LLP (or, if 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 uncertaintyqualification, to the effect that they have audited the foregoing Consolidated consolidated financial statements of the Company and its Subsidiaries in accordance with generally accepted auditing the standards of the Public Company Accounting Oversight Board (United States) (or such relevant successor standards) and that such Consolidated 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 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. (iiib) 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. (ivc) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified signed by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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. (ixd) In the event of a change in GAAP after June 30, 2006GAAP, computations by the Company, certified signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets of (A) the Company Parent and its Subsidiaries as at the end of such fiscal yearFiscal Year and (B) to the extent the same are routinely and regularly prepared, each Borrower and its Subsidiaries as at the Consolidated end of such Fiscal Year and (ii) the related consolidated and consolidating statements of income and Consolidated statements of changes in income, shareholders’ ' equity and cash flow of cash flows of (A) the Company Parent and 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 year (all Fiscal Year, setting forth in reasonable detail) and together, each case in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal yearprevious 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), all accompanied by: as applicable, and (iii) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors a report on such consolidated Financial Statements of the Company Parent and its Subsidiaries, Subsidiaries of Axxxxx Axxxxxxx LLP or other independent certified public accountants of recognized national standing reasonably satisfactory acceptable to the Required Lenders)Agent, containing no material uncertaintywhich report shall be unqualified as to the scope of the audit performed and as to the "going concern" status of the Parent and its Subsidiaries, shall not contain any other Impermissible Qualification, and shall state that such Financial Statements fairly present the consolidated financial position of the Parent and its Subsidiaries and, to the effect 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 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 Axxxxx Axxxxxxx LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the Financial Statements) and that they have audited the foregoing Consolidated financial statements examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlystandards. Notwithstanding the foregoing, in all material respects, the financial position event (A) the filing of the Company Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and its Subsidiaries covered thereby at Parent has provided Agent with written notice of such delay by the dates thereof and the results of their operations due date for the periods covered thereby in conformity with GAAP. reports required for such Fiscal Year under this clause (iic) The statement and (B) the Borrowers shall deliver either the required reports or interim good faith estimates of such accountants that they have caused this Agreement the information required 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 reported 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 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 this clause (c) within the scope of their audit. one hundred five (iii105) 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 the form of Exhibit D demonstrating, as of days after the end of such fiscal yearFiscal Year, compliance upon delivery of such required reports or interim estimates within such period the Borrowers shall be deemed to have complied with the Computation Covenants, certified by a Financial Officerrequirements of this clause (c) with respect to such Fiscal Year; provided that Borrowers deliver the required reporting substantially concurrently with Parent's filing of its annual report with the Commission. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company Borrower shall furnish to the Lenders Agent as -------------- soon as available, and in any event within 95 days after the end of each fiscal year, the Form 10-K of the Borrower for such year. The Borrower shall furnish to the Agent as soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated and Consolidating balance sheets of the Company and its Subsidiaries Obligors 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 Obligors 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: (ia) Unqualified reports of Ernst & Young LLP (or, if 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)Agent, containing no material uncertaintyuncertainty and without any Impermissible Reference, 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 Obligors covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (iib) 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 Borrower 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 Sections 6.5 through 6.23 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. (iiic) A certificate of the Company Borrower 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 Borrower has taken, is taking or proposes to take with respect thereto. (ivd) [intentionally omittedComputations by the Borrower comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Agent in accordance with Section 6.4.3.] (ve) A Compliance Certificate in Computations by the form of Exhibit D Borrower demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 10.4.2 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders Agent in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30, 2006the Initial Closing Date, computations by the CompanyBorrower, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 95 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (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: (ia) Unqualified reports of Ernst & Young LLP (or, if 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. (iib) 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 Sections 6.5 through 6.17 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. (iiic) 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. (ivd) [intentionally omittedComputations by the Company, substantially in the form historically prepared 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 6.4.4.] (ve) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation CovenantsCovenants and the calculation of Consolidated Excess Cash Flow, certified by a Financial Officer. (vif) Financial information as to the assets of, of and Investments of the Company and its Subsidiaries in, in each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (viig) [intentionally omitted]Calculations, as at the end of such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Plan allocable to such benefits. (viiih) Supplements to Schedules 5.01 Exhibits 7.1 and 5.03 7.3 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ixi) In the event of a change in GAAP after June 30, 20062003, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 days on or before the earlier of (x) the 95th day after the end of each fiscal year and (or, if earlier, y) the date that is five (5) days fifth day after the date that on which the Company’s Company is required to file a Form 10-K filing is required to be delivered to under the SEC)Exchange Act for such fiscal year, the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of income, changes in shareholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied byby the following: (ia) Unqualified reports of Ernst & Young KPMG LLP (or, if 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 uncertaintyqualification, 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. (iib) The statement of such accountants that they have caused this Agreement to be reviewed audited the foregoing Consolidated financial statements and that in the course of their audit of the Company and its Subsidiaries no facts have come Subsidiaries, nothing came to their attention that cause caused them to believe that the Company or any Default exists and of its Subsidiaries failed to comply with the terms, covenants, provisions or conditions set forth in particular that Sections 6.5 through 6.19 insofar as they have no knowledge of any Default under Section 6.05 relate to accounting matters or, if such is not the case, specifying such Default the noncompliance and the nature thereof. This statement is furnished by such accountants with the understanding that the examination audit was not directed primarily towards obtaining knowledge 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 auditnoncompliance. (iiic) 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. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in the form of set forth in Exhibit D 6.4.1 hereto demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. In the event of an inconsistency between Exhibit 6.4.1 and this Agreement, this Agreement shall govern. (vie) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiem- Table of Contents ployer Plans), if any, and (ii) the fair market value of the assets of any such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiif) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 7.15 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availableavailable after the end of each Fiscal Year, and in any event event, after delivery of the financial information required by clause (h) below, within 90 days after the end of each fiscal year (orFiscal Year, if earlier, financial information regarding the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Borrower and its Subsidiaries consisting of Consolidated balance sheets of the Company Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP (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 certified, in the case of such Consolidated Financial Statements, (i) prior to delivery of the financial information 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 end dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (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) after delivery of the restated financial information required by clause (h) below, without qualification as to the scope of the audit by the Borrower's Accountants, together with the report of such fiscal year, accounting firm stating that (A) such Financial Statements fairly present the Consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for such fiscal year the periods indicated in conformity with GAAP applied on a basis consistent with prior years (all in reasonable detail) except for changes with which the Borrower's Accountants shall concur and together, that shall have been disclosed in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory notes to the Required LendersFinancial Statements), containing no material uncertainty, to and (B) the effect that they have audited examination by the foregoing Borrower's Accountants in connection with such Consolidated financial statements Financial Statements has been made in accordance with generally accepted auditing standards 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 accompanied by a certificate stating that in the course of their the regular audit of the Company business of the Borrower 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 such accounting firm has obtained no knowledge that a Default or Event of any Default under Section 6.05 in respect of the financial covenants contained in Article V has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is not the casecontinuing in respect of such financial covenants, specifying such Default and a statement as to 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders each holder in duplicate (unless a greater or lesser number is requested by such holder) and as soon as available, and in any event within 90 95 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of income, changes in shareholders’ ' equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togethertogether with Consolidating schedules as of such date and for such period and, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports of Ernst & Young KPMG Peat Marwick LLP (or, if 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 LendersMajority Holders), 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. (iib) 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 or Event of Default exists and in particular that they have no knowledge of any Default or Event of Default under Section 6.05 orparagraphs 6A through 6H, inclusive, or 5N, 5O or 5P, if such is not the case, specifying such Default or Event of 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. (iiic) 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 Event of Default, or if such officer has such knowledge, specifying such Default or Event of Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in the form of Exhibit D set forth in Schedule -------- 5A(i) hereto demonstrating, as of the end of such fiscal year, compliance ----- with the Computation Covenants, certified by a Financial Officer. (vie) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (I) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (II) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiif) Supplements to Schedules 5.01 8A, 8D and 5.03 8J showing any changes in ------------ -- -- the information set forth in such Exhibits Schedules not previously furnished to the Lenders holders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agentholders. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. By January 31 of each year of this OLSA, the Tribe shall provide the PUD with a written annual report (similar in form and substance to Attachment D) summarizing the 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 Company PUD shall furnish not request, nor shall the Tribe be required to provide, sensitive information not related to the Lenders as soon as available, and in subject matter of this OLSA. The PUD shall notify the Tribe if it has any event concerns about the annual report within 90 30 days after the end of each fiscal year (or, if earlier, the date receipt. The Tribe shall make a good faith effort to address any concerns that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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) Unqualified reports of Ernst & Young LLP (or, if 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 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 are within the scope of their audit. (iii) A certificate what the Tribe is required to provide under this subsection, and shall provide the PUD with a revised annual report within 30 days of receiving notice of the Company signed by a Financial Officer PUD’s concerns. The revised annual report shall be considered final unless the PUD initiates arbitration pursuant to the effect that paragraph below. If the PUD does not initiate arbitration within 30 days of receiving the revised annual report, the PUD shall waive 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, right as well as any changes in all future claims that the Organization Documents or incumbency of officers of Tribe has mismanaged funds during the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) preceding calendar year. In the event of that: (1) the Tribe does not provide a change in GAAP after June 30, 2006, computations written annual report to the PUD by the CompanyJanuary 31 deadline; or (2) the PUD reasonably believes, certified based on the content of or an omission from the revised annual report provided by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied Tribe pursuant to the other covenants paragraph above, that the Tribe has managed or expended Conservation Program funds in Article VI 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 related definitionsany 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 annual report pursuant to the preceding paragraph, the PUD shall provide the Tribe with a copy of the 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 the dispute resolution process, and any suspension based on a 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 construed as obligating the Tribe to adhere to any particular state government audit standards. If the arbitrator finds that the PUD’s suspension of payment under this subsection was not made in good faith, the PUD shall pay the Tribe the balance due up to that date under subsection 6.4 and the Tribe’s reasonable attorney fees. The Tribe may also treat such a finding as a material breach and terminate this OLSA under subsection 4.2. SECTION 7: WATER QUALITY COMPLIANCE

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event Agent (with copies for each Lender) within 90 ninety two (92) days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports Reports of Ernst & Young LLP (or, if 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 uncertaintyqualification, 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. (iib) 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 the Computation Covenants 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. (iiic) 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. (ivd) [intentionally omittedComputations by the Company comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Agent in accordance with Section 10.4.4.] (ve) A Compliance Certificate Beginning in the Company's fiscal year ended December 31, 2003, Computations by the Company in substantially the form of Exhibit D 10.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified signed by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) having Accumulated Benefit Obligations in excess of $1,000,000 and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 11.1, 11.3, 11.14 and 5.03 11.15 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders Agent in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30December 31, 20062001, computations by the Company, certified signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 10.5 and related definitions. (i) In reasonable detail, management's discussion and analysis of the results of operations and the financial condition of the Company and its Subsidiaries as at the end of and for the year covered by such financial statements.

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports Reports of Ernst & Young KPMG LLP (or, if they cease to be auditors of the Company and its Subsidiaries, or other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertaintyqualification, 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. (iib) 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 the Computation Covenants 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. (iiic) 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. (ivd) [intentionally omittedComputations 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 6.4.4.] (ve) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation CovenantsCovenants and Consolidated Excess Cash Flow, certified signed by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) of the Company and its Subsidiaries and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1, 7.2.2, 7.3 and 5.03 7.14 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of DRAC, the Company or and its Subsidiaries from those previously certified to the Administrative Lenders and the Agent. (ixh) In the event of a change in GAAP after June 30, 2006GAAP, computations by the Company, certified signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 9 and related definitions. (i) In reasonable detail, management’s discussion and analysis of the results of operations and the financial condition of the Company and its Subsidiaries as at the end of and for the year covered by such financial statements.

Annual Reports. The Company shall furnish to Commencing with the Lenders Fiscal Year ended March 31, 2013, as soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (or, if earlier, the date that is five (5A) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets sheet of CDF1 and its Subsidiaries as of the Company end of such Fiscal Year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, 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 financial position, results of operations and cash flow of CDF1 and its Subsidiaries as at the end of such fiscal year, dates indicated and for the Consolidated statements of income and Consolidated statements of changes periods indicated therein in shareholders’ equity and of cash flows accordance with GAAP without qualification as to the scope of the Company audit or as to going concern and its Subsidiaries for such fiscal year without any other similar qualification and (all in reasonable detailii) and together, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors course of the Company regular audit of the businesses of CDF1 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 which audit was conducted in accordance with generally accepted auditing the standards and that such Consolidated financial statements present fairly, in all material respects, the financial position 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 balance sheet 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. (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 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 the form of Exhibit D demonstrating, as of the end of such fiscal yearFiscal Year and related Consolidated statements of income, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, stockholders’ equity and Investments of the Company and its Subsidiaries incash flow for such Fiscal Year, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements 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 financial position, results of operations and cash flow of the Borrower and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as applied to the scope of the audit or as to going concern and without any other covenants similar qualification and (ii) in Article VI the course of the regular audit of the businesses of the Borrower 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 definitionsDefault 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 (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 (A) of the first sentence above shall terminate.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year, beginning with the fiscal year ending on or about September 30, 2015, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated balance sheets sheet of the Company and its Subsidiaries Holdings as at of the end of such fiscal year, the Consolidated year and related consolidated statements of income income, cash flows and Consolidated statements of changes in shareholdersstockholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togetheryear, in comparative form with such financial statements as of the case of Consolidated financial statementsend of, with comparative figures for and for, the immediately preceding fiscal year, and notes thereto, all prepared in accordance with GAAP and accompanied by: (i) Unqualified reports by an opinion of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, a “big four” accounting firm or other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders)Lenders (which opinion shall not be qualified as to scope or contain any going concern or other qualification, containing no material uncertainty, other than a qualification related to the effect maturity of Loans or any other Indebtedness of Holdings or any Restricted Subsidiary or potential non-compliance with any financial covenant hereunder) stating that they have audited the foregoing Consolidated such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlyfairly present, in all material respects, the consolidated financial position condition, results of operations and cash flows of Holdings as of the Company dates and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby specified in conformity accordance with GAAP. GAAP (such opinion, an “Acceptable Opinion”), (ii) The a management report in a form reasonably satisfactory to the Required Lenders setting forth statement of income items and Consolidated EBITDA of Holdings for such accountants that they have caused this Agreement to be reviewed fiscal year, showing variance, by Dollar amount and that in percentage, from amounts for the course of their audit of the Company previous fiscal year and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists budgeted amounts 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 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 a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Required Lenders, of the Company signed by a Financial Officer to the effect that financial condition and results of operations of Holdings for 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 the form of Exhibit D demonstratingfiscal year, as compared to (1) amounts for the previous fiscal year and (2) budgeted amounts (it being understood that the requirements of clause (a)(i) and (a)(iii)(1) shall be deemed satisfied by the filing of a Form 10-K of Holdings in respect of such fiscal year with the U.S. Securities and Exchange Commission that contains all the information required by clauses (a)(i) and (a)(iii)(1), so long as such Form 10-K (x) is publicly available on the Internet without charge, (y) is filed on or before the 90th day following the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. year and (viz) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes contains an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.Acceptable Opinion);

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets of (A) the Company Parent and its Subsidiaries as at the end of such fiscal yearFiscal 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 Consolidated end of such Fiscal Year and (ii) the related consolidated and consolidating statements of income and Consolidated statements of changes in income, shareholders’ ' equity and cash flow of cash flows of (A) the Company Parent and 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 year (all Fiscal Year, setting forth in reasonable detail) and together, each case in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal yearprevious 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), all accompanied by: as applicable, and (iii) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors a report on such Financial Statements of the Company Parent and its Subsidiaries, Subsidiaries of Axxxxx Axxxxxxx LLP or other independent certified public accountants of recognized national standing reasonably satisfactory acceptable to the Required Lenders)Agent, containing no material uncertaintywhich 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 effect 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 Axxxxx Axxxxxxx LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the Financial Statements) and that they have audited the foregoing Consolidated financial statements examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlystandards. Notwithstanding the foregoing, in all material respects, the financial position event (A) the filing of the Company Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and its Subsidiaries covered thereby at ASOC has provided Agent with written notice of such delay by the dates thereof and the results of their operations due date for the periods covered thereby in conformity with GAAP. reports required for such Fiscal Year under this CLAUSE (iiC) The statement and (B) the Borrowers shall deliver either the required reports or interim good faith estimates of such accountants that they have caused this Agreement the information required 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 reported 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 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 this CLAUSE (C) within the scope of their audit. one hundred (iii100) 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 the form of Exhibit D demonstrating, as of days after the end of each Fiscal Year, upon delivery of such fiscal year, compliance required reports or interim estimates within such period the Borrowers shall be deemed to have complied with the Computation Covenants, certified by a Financial Officerrequirements of this CLAUSE (C) with respect to such Fiscal Year PROVIDED THAT the Borrowers deliver the required reporting substantially concurrently with Parent's filing of its annual report with the Commission. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 days 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 (or, if earlier, y) the date that is five tenth (510th) days day after the date that on which any of the Company’s 10-K filing is following items are required to be delivered to the SEC)Commission, (a) the Consolidated consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related statements of income and Consolidated statements of changes in consolidated earnings, consolidated shareholders’ ' equity and of consolidated cash flows of the Company Borrower and its Subsidiaries for such fiscal year (all year, and in reasonable detail) and together, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal yearyear in form and substance sufficient to calculate the financial covenants set forth in SECTION 7.4, all accompanied by: and (ib) Unqualified reports an audit report on the items listed in CLAUSE (a) hereof of Ernst & Young LLP (or, if 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)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated 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 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 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. standards. The deliveries made pursuant to this CLAUSE (ii) The statement shall be accompanied by a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained no knowledge of any Default or Unmatured Default under Section 6.05 orSECTION 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 such all of the foregoing information is not fairly, accurately and completely set forth in the case, specifying such Default and the nature thereof. This statement is furnished by such accountants Borrower's Form 10-K filing 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. (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 the form of Exhibit D demonstrating, as of the end of Commission for such fiscal year, compliance the Borrower may deliver such Form 10-K filing in lieu of a separate report setting forth such information; PROVIDED, HOWEVER, that the Borrower must comply with the Computation Covenants, certified by timing requirements for such delivery whether constituting a Financial OfficerForm 10-K filing or another report and must deliver any corresponding compliance certificates hereunder when due. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within 150 days after the end last day of each fiscal year of Holdings, commencing with the fiscal year ending March 31, 2022 (or 180 days in the case of the fiscal year ending on or about March 31, 2022) (or such later date as the Required Lenders may agree in their reasonable discretion or, if earlierlater, and solely to the extent Holdings or any parent of the Borrowers is subject to the Exchange Act’s reporting requirements, the date that is five (5) days after on which the date that Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Holdings or such parent of the Company’s Borrowers to file its applicable annual report on Form 10-K filing is required to be delivered to the SECK), the Consolidated balance sheets a copy of the Company consolidated balance sheet of Holdings and its Restricted Subsidiaries as at of the end last day of such the fiscal year, year then ended and the Consolidated consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company Holdings and its Restricted Subsidiaries for such the fiscal year (all then ended, and accompanying notes thereto, each in reasonable detaildetail showing (for fiscal years of Holdings ending on or after March 31, 2023 and thereafter) in comparative form (to the extent such comparative presentation is permitted under GAAP) the figures for the previous fiscal year, audited and together, accompanied in the case of Consolidated the consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: statements by an opinion of (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other an independent certified public accountants accounting firm of recognized national standing selected by the Borrowers or (ii) any other accounting firm reasonably satisfactory acceptable to the Required Lenders), containing no material uncertainty, Administrative Agent to the effect that they have audited the foregoing Consolidated consolidated financial statements in accordance with generally accepted auditing standards have been prepared and that such Consolidated financial statements present fairly, in all material respects, in accordance with GAAP in all material respects the consolidated financial position condition of the Company Holdings and its Restricted 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 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 the form of Exhibit D demonstrating, as of the end close of such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement (excluding, compliance with for the Computation Covenantsavoidance of doubt, certified by a Financial Officer. (vi) Financial information as any explanatory or emphasis of matter paragraph), except to the 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 covenants under any other Indebtedness, (C) relates to the activities, operations, financial results, assets ofor liabilities of Unrestricted Subsidiaries or (D) is a consequence of any civil or criminal investigative demand, and Investments 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 Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”foregoing. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (or, if earlier, i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets of (A) the Company Parent and its Subsidiaries as at the end of such fiscal yearFiscal Year and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and the Consolidated Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating statements of income and Consolidated statements of changes in income, shareholders’ ' equity and cash flow of cash flows of (A) the Company Parent and 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 year (all Fiscal Year, setting forth in reasonable detail) and together, each case in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal yearprevious 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), all accompanied by: as applicable, and (iii) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors a report on such Financial Statements of the Company Parent and its Subsidiaries, Subsidiaries of Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national standing reasonably satisfactory acceptable to the Required Lenders)Agent, containing no material uncertaintywhich 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 effect 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 Xxxxxx Xxxxxxxx LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the Financial Statements) and that they have audited the foregoing Consolidated financial statements examination by such accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlystandards. Notwithstanding the foregoing, in all material respects, the financial position event (A) the filing of the Company Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and its Subsidiaries covered thereby at Borrower has provided Agent with written notice of such delay by the dates thereof and the results of their operations due date for the periods covered thereby in conformity with GAAP. reports required for such Fiscal Year under this CLAUSE (iic) The statement and (B) Borrower shall deliver either the required reports or interim good faith estimates of such accountants that they have caused this Agreement the information required 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 reported 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 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 this CLAUSE (c) within the scope of their audit. one hundred (iii100) 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 the form of Exhibit D demonstrating, as of days after the end of each Fiscal Year, upon delivery of such fiscal year, compliance required reports or interim estimates within such period the Borrower shall be deemed to have complied with the Computation Covenants, certified by a Financial Officerrequirements of this CLAUSE (c) with respect to such Fiscal Year PROVIDED THAT Borrower delivers the required reporting substantially concurrently with Parent's filing of its annual report with the Commission. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company Borrower shall furnish to the Lenders Lender as soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlierof the Borrower, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets sheet of the Company and its Subsidiaries Borrower as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements income, of changes in shareholdersmembers’ equity and of cash flows of the Company and its Subsidiaries Borrower 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: (ia) Unqualified reports Reports of Ernst & Young LLP (or, if 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)Lender, containing no material uncertaintyqualification, 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 Borrower at the dates date thereof and the results of their its operations for the periods period covered thereby in conformity with GAAP. (iib) 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 Borrower 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 the Computation Covenants 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. (iiic) A certificate of the Company Borrower signed by a Financial Officer to the effect that such officer Financial Officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer Financial Officer has such knowledge, specifying such Default and the nature thereof, and what action the Company Borrower has taken, is taking or proposes to take with respect thereto. (ivd) [intentionally omittedComputations by the Borrower comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Lender in accordance with Section 6.4.4.] (ve) A Compliance Certificate Computations by the Borrower in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified signed by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viiif) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 7.15 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders Lender in writing, which supplement supplements must be reasonably satisfactory to the Administrative AgentLender, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative AgentLender. (ixg) In the event of a change in GAAP after June 30, 2006GAAP, computations by the CompanyBorrower, certified signed by a Financial Officerofficer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions. (h) In reasonable detail, management’s discussion and analysis of the results of operations and the financial condition of the Borrower as at the end of and for the year covered by such financial statements.

Annual Reports. The Company shall furnish to the Lenders as (i) As soon as available, practicable and in any event within 90 days after the end close of each fiscal year (or, if earlierof the Borrower, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered Borrower shall furnish to the SEC), the Consolidated balance sheets Lender a consolidated statement of operations and cash flows of the Company for such fiscal year and its Subsidiaries a consolidated balance sheet of the as at of the end close 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 (notes to each, all in reasonable detail) and together, setting forth in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease with such statements and balance sheet to be auditors of the Company and its Subsidiaries, other certified by independent certified public accountants of recognized national standing selected by the Obligors and reasonably satisfactory to the Required Lenders)Lender. The certificate or report of such accountants shall be free of exceptions or qualifications (including, containing no material uncertaintywithout limitation, a qualification that the financial statements are not fairly presented but excluding a "going concern" qualification arising solely due to the filing of the Chapter 11 cases) with respect to such statements and balance sheets being prepared in compliance with GAAP and shall in any event contain a written statement of such accountants substantially to the effect that they have audited the foregoing Consolidated financial (i) such accountants examined such statements and balance sheet in accordance with generally accepted auditing standards and that accordingly made such Consolidated financial tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such statements and balance sheets present fairly, in all material respects, the consolidated 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 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 the form of Exhibit D demonstrating, Borrower as of the end of such fiscal year, compliance with year 44 and the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to results of its operations and the assets of, and Investments of the Company and changes in its Subsidiaries in, each Immaterial Subsidiary as of the end of financial position for such fiscal year, demonstrating in conformity with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”accountants concur). A copy of such certificate or report shall be delivered to the Lender and signed by such independent public accountants and, as soon as available, a copy of any management letter received by the Obligors from its independent public accountants, shall be delivered to the Lender. (viiii) [intentionally omitted] (viiiEach set of statements and balance sheets delivered pursuant to this Section 7.01(a) Supplements to Schedules 5.01 shall be accompanied by a certificate or report dated the date of such statements and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations balance sheets by the Companyaccountants who certified or reported on such statements and balance sheets stating in substance that they have reviewed this Agreement and that in making the examination necessary for their certification of such statements and balance sheets they did not become aware of any Event of Default or Potential Default based upon any financial covenant, certified by a Financial Officeror if they did become so aware, reconciling such certificate or report shall state the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI nature and related definitionsperiod of existence thereof, if determinable.

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and together, in the case of Consolidated financial statementsstatements for years commencing after 1996, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports Reports of Ernst & Young LLP (or, if 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), Lenders containing no material uncertaintyqualifications, 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. (iib) 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 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. (iiic) 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. (ivd) [intentionally omittedComputations 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 6.4.4.] (ve) A Compliance Certificate in Computations by the form of Exhibit D Company demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1, 7.3, 7.13.1 and 5.03 7.14 and exhibit 3.3 to the Guarantee and Security Agreement showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixh) In the event of a change in GAAP after June 30, 2006the Initial Closing Date, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish to Within the Lenders as soon as available, and in any event within 90 earlier of (i) 60 days after the end of each fiscal year Fiscal Year and (or, if earlier, the date that is five (5ii) days 2 Business Days after the date that such financial statements are filed with the Company’s 10-K filing is required to be delivered to the SEC)Securities and Exchange Commission, the financial information regarding MICT and its Subsidiaries consisting of Consolidated balance sheets of the Company MICT and its Subsidiaries as at of the end of such fiscal year, the Consolidated Fiscal Year and related statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company MICT and its Subsidiaries for such fiscal year (Fiscal Year, all prepared in reasonable detail) conformity with GAAP and togethercertified, in the case of such AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. Consolidated financial statementsFinancial Statements, with comparative figures for without qualification as to the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors scope of the Company and its Subsidiariesaudit or as to MICT being a going concern by the Borrower's Accountants, other independent certified public accountants together with the report of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertainty, to the effect such accounting firm stating that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that (A) such Consolidated financial statements present fairlyFinancial Statements fairly present, in all material respects, the Consolidated financial position of the Company MICT and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and cash flow for the periods covered thereby indicated in conformity with GAAP. GAAP applied on a basis consistent with prior years (iiexcept for changes with which the Borrower's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) The statement of and (B) the examination by the Borrower's Accountants in connection with such accountants that they have caused this Agreement to be reviewed Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of their the regular audit of the Company business of MICT 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 such accounting firm has obtained no knowledge that a Default or Event of any Default under Section 6.05 in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is not the casecontinuing in respect of such financial covenants, specifying such Default and a statement as to 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within 120 days after the end of each fiscal year (or, if earlierFiscal Year, the date that is five (5) days after General Partner shall send to each Person who was a Limited Partner at any time during such Fiscal Year the date that the Company’s 10-K filing is required to be delivered to the SEC), 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 byfollowing written materials: (i) Unqualified reports of Ernst & Young LLP (or, if 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 Partnership for 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 orFiscal Year, 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. (iii) A certificate of the Company signed by including 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 the form of Exhibit D demonstrating, balance sheet as of the end of such fiscal yearFiscal Year and related statements of operations, compliance cash flows and changes in 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 Computation Covenants, certified by a Financial Officer.Accountants; (viii) Financial information as an analysis, prepared by the General Partner (which need not be audited, but shall be reviewed, by the Accountants), of distributions made to the assets of, General Partner and Investments 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 Company 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 its Subsidiaries in, each Immaterial Subsidiary 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 yearFiscal Year (i.e., demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”.leased, operated directly by the Partnership or held for lease, repair or sale); (viiC) [intentionally omitted]the remaining term of any Lease to which such Equipment is subject; (viiiD) Supplements the projected or intended use of such Equipment during the next following Fiscal Year; (E) the method used to Schedules 5.01 and 5.03 showing any changes in the information determine values set forth in therein; (F) such Exhibits not previously furnished other information as may be relevant to the Lenders value or use of such Equipment or any personal property securing any such Financing Transaction as the General Partner, in writinggood faith, which supplement must be reasonably satisfactory 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 Administrative Agent, Sponsor by the Partnership during such Fiscal Year identified (and properly allocated) 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.type and amount: (ixA) In the event case of a change 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 GAAP after June 30effect on the Effective Date. The requirement for such information shall not be circumvented by lump-sum payments to non-Affiliates who then disburse the funds to, 2006or for the benefit of, computations 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 this Agreement and the respective governing agreements of such other Programs. Such cost and expense allocation shall be reviewed by the Company, certified by a Financial Officer, reconciling Accountants in connection with their audit of the financial statements referred to above with financial statements prepared of the Partnership for such Fiscal Year in accordance with GAAP as applied 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 other covenants Sponsor by the Partnership in Article VI 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 related definitionsReserves (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, (B) 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 connection therewith and (E) the amount of Capital Contributions, if any, which remain unexpended and uncommitted to pending Investments as of the end of such Fiscal Year.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year (orFiscal Year, if earlier, financial information regarding the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated Borrower and its Subsidiaries consisting of consolidated and consolidating balance sheets of the Company Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the 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 the Borrower being a going concern (other than with respect to the due date of the Obligations) by Ernst & Young LLP or other independent public accountants of recognized national standing acceptable to the Administrative Agent, together with the report of such accounting firm stating that (i) such financial statements fairly present the consolidated financial position of the Borrower and its Subsidiaries as at the end dates indicated and the results of such fiscal year, the Consolidated statements of income their operations 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 flow for the immediately preceding fiscal year, all accompanied by: periods indicated in conformity with GAAP applied on a basis consistent with prior years (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other except for changes with which such independent certified public accountants of recognized national standing reasonably satisfactory shall concur and which shall have been disclosed in the notes to the Required Lendersfinancial statements), containing no material uncertainty, and (ii) to the effect that they have audited extent permitted by accounting rules and guidelines, the foregoing Consolidated examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards 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 accompanied by a certificate stating that in the course of their the regular audit of the Company business of the Borrower and its Subsidiaries such accounting firm has obtained no facts have come knowledge that a Default or Event of Default or a Tranche A Asset Sale Event in respect of the financial covenants contained in ARTICLE V has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default or a Tranche A Asset Sale Event has occurred and is continuing in respect of such financial covenants, a statement as to their attention the nature thereof; PROVIDED that cause them such accountants shall not be liable to believe that any Default exists and in particular that they have no the Lenders for failure to obtain 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 understanding that the examination or Event 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 auditDefault. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. 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 (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports Reports of Ernst & Young KPMG LLP (or, if they cease to be auditors of the Company and its Subsidiaries, or other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertaintyqualification, 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. (iib) 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 the Computation Covenants (with the exception of the covenant set forth in Section 6.05 6.9.6) 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. (iiic) A certificate of the Company in substantially the form contained in Exhibit 6.4 signed by a Financial Officer its chief executive officer and chief 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. (ivd) [intentionally omitted.Intentionally Deleted] (ve) A Compliance Certificate Computations by the Company in substantially the form of contained in Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation CovenantsCovenants and Consolidated Excess Cash Flow, certified signed by a Financial Officerits chief executive officer and chief financial officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (viif) [intentionally omittedIntentionally Deleted] (viiig) Supplements to Schedules 5.01 Exhibits 7.1, 7.2.2, 7.3, 7.14, 7.15.2, 7.15.3 and 5.03 7.15.4 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of DRAC, the Company or and its Subsidiaries from those previously certified to the Administrative Lenders and the Agent. (ixh) In the event of a change in GAAP after June 30, 2006GAAP, computations by the Company, certified signed by a Financial Officerits chief executive officer and chief financial officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 9 and related definitions. (i) In reasonable detail, management’s discussion and analysis of the results of operations and the financial condition of the Company and its Subsidiaries as at the end of and for the year covered by such financial statements.

Annual Reports. The Company Licensee shall furnish submit to the Lenders as soon as availableCommission, by the 31st January of each year, a report for the preceding calendar year detailing the Net sales during that calendar year, and in any event within 90 days after the end Sale price per Product. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED, AS INDICATED WITH “*” AND BRACKETS, BECAUSE THE INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Said report shall enclose a list of the customers and their country of residence, the number of each fiscal year (or, if earlierinvoice, the date that is five and the related amount so invoiced. The report shall also specify if the Products were made available via a sales contract, a leasing contract or otherwise. The report shall show the quantity, description and price of the Products sold and be sufficiently detailed to ascertain payments due under this Agreement, including mechanisms used to come to the amount of royalties presently due for the corresponding year and the amount of the Deferred Royalties for the corresponding year, and taking into consideration the minimum royalties which have already been paid for the corresponding year. The report shall also show the accumulated balance of the Deferred Royalties. The Licensee shall keep separate records relating to the Sales of the Product showing the quantity, description and price of the Products sold and being sufficiently detailed to ascertain payments due under this Agreement. The Commission shall have the right, once a year, to inspect and determine the correctness of the bookkeeping and its consistency with the general bookkeeping of the Licensee either by its own services or through a licensed auditor. The costs for such an audit shall be borne by the Union, but in case of discovery of discrepancies of more than 5%, they shall be borne by the Licensee. Payments due under the present Article shall be made within thirty (530) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets of receipt 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) Unqualified reports of Ernst & Young LLP (or, if 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 GAAPCommission's invoice. (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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as available, and in any event within 90 days after the end of each fiscal year Fiscal Year, (or, if earlier, 1) (i) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated audited consolidated balance sheets of the Company Holdings and its Subsidiaries as at the end of such fiscal year, Fiscal Year and the Consolidated related audited consolidated statements of income and Consolidated statements of changes in shareholdersincome, stockholders’ equity and of cash flows of the Company Holdings and its Subsidiaries for such fiscal year (Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail) and together, together with a Narrative Report with respect thereto (it being understood that all of the foregoing information may be furnished in the case form of Consolidated a Form 10-K and only the information required as of the date hereof by such Form 10-K shall be required by this Section 5.01(c)(1)(i) so long as such financial information includes the financial information described in this Section 5.01(c)(1)(i)); provided that it is understood and agreed that any financials delivered pursuant to this Section 5.01(c)(i) covering any periods prior to the Closing Date shall not include the FMC Acquired Companies for such periods; and (ii) a Financial Officer Certification with respect thereto and (2) with respect to such audited consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports a report thereon of Ernst & Young Xxxxx Xxxxxxxx LLP (or, if they cease to be auditors of the Company and its Subsidiaries, or other independent certified public accountants of recognized national or regional standing selected by Holdings, and reasonably satisfactory to Administrative Agent (the Required Lenders)firm delivering such report, containing no material uncertainty, to the effect that they have audited “Accounting Firm”) (which report and/or the foregoing Consolidated accompanying financial statements in accordance with generally accepted auditing standards shall be unqualified as to going concern and scope of audit, and shall state that such Consolidated consolidated financial statements present fairlyfairly present, in all material respects, the consolidated financial position of the Company Holdings and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and their cash flows for the periods covered thereby indicated in conformity with GAAP. GAAP applied on a basis consistent with prior years (iiexcept as otherwise disclosed in such financial statements) 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 examination by such accountants in connection 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the consolidated financial statements referred to above with financial statements prepared has been made in accordance with GAAP as applied to the other covenants in Article VI and related definitions.generally accepted auditing standards);

Annual Reports. The Company shall furnish to the Lenders as -------------- soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports Reports of Ernst & Young Xxxx Xxxxx LLP (or, if 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 uncertaintyqualification, 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. (iib) 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 the Computation Covenants 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. (iiic) 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. (ivd) [intentionally omittedComputations 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.] (ve) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified signed by a Financial Officer. (vif) Financial information Calculations, as to at the end of such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) and (ii) the fair market value of the assets ofof such Plan allocable to such benefits. (g) A schedule, and Investments of the Company and its Subsidiaries incertified by a Financial Officer, each Immaterial Subsidiary showing as of the end of such fiscal yearyear (i) the location of all Towers, demonstrating that such Immaterial Subsidiary constitutes the ownership of the real property on which each Tower is located, which Towers are capable of being moved from their present location, and the contribution by each Tower to Consolidated Tower Revenues as then estimated in good faith by the Company and (ii) an “Immaterial Subsidiary”open bid summary report and a site development backlog report. (vii) [intentionally omitted] (viiih) Supplements to Schedules 5.01 Exhibits 7.1, 7.3, 7.14 and 5.03 7.15 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixi) In the event of a change in GAAP after June 30February 28, 20061998, computations by the Company, certified signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions. (j) In reasonable detail, management's discussion and analysis of the results of operations and the financial condition of the Company and its Subsidiaries as at the end of and for the year covered by such financial statements.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year (oryear, if earlier, financial information regarding the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Administrative Borrower and its Subsidiaries consisting of Consolidated and consolidating balance sheets of the Company Administrative Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Administrative 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 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 the Consolidated financial position of the Administrative Borrower and its Subsidiaries as at the end dates indicated and the results of such fiscal year, the Consolidated statements of income their operations 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 flow for the immediately preceding fiscal year, all accompanied by: periods indicated in conformity with GAAP applied on a basis consistent with prior years (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other except for changes with which such independent certified public accountants of recognized national standing reasonably satisfactory shall concur and which shall have been disclosed in the notes to the Required Lenders), containing no material uncertainty, to Financial Statements) and (ii) the effect that they have audited the foregoing examination by such accountants in connection with such Consolidated financial statements Financial Statements has been made in accordance with generally accepted auditing standards 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 accompanied by a certificate stating that in the course of their the regular audit of the Company business of the Administrative Borrower 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 such accounting firm has obtained no knowledge that a Default or Event of any Default under in respect of the financial covenant contained in Section 6.05 5.2 has occurred and is continuing or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is not the casecontinuing in respect of such financial covenant, specifying such Default and a statement as to the nature thereof. This statement is furnished by such accountants with To 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 extent the information set forth in such Exhibits not previously furnished to the Lenders this clause (b) of Section 6.1 are included in writing, which supplement must be reasonably satisfactory to the Administrative AgentBorrower’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission, as well as any changes in such information shall be deemed delivered for the Organization Documents or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agentpurposes hereof. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within 120 days after the end last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2020 (or, if earlier, the date that is five (5) and 180 days after the date that last day of the Company’s 10-K filing is required to be delivered to the SECfiscal year of Holdings ending December 31, 2019), and within 120 days after the Consolidated balance sheets last day of each subsequent fiscal year thereafter, a copy of the Company consolidated balance sheet of Holdings and its Restricted Subsidiaries as at of the end last day of such the fiscal year, year then ended and the Consolidated consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company Holdings and its Restricted Subsidiaries for such the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (all in reasonable detail) starting with the fiscal year ending December 31, 2021), audited and together, accompanied in the case of Consolidated the consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: statements by an opinion of (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other an independent certified public accountants accounting firm of recognized national standing selected by the Borrower or (ii) any other accounting firm reasonably satisfactory acceptable to the Required Lenders)Administrative Agent (which opinion shall be unqualified as to scope, containing no material uncertainty, subject to the proviso below) to the effect that they have audited the foregoing Consolidated consolidated financial statements in accordance with generally accepted auditing standards have been prepared and that such Consolidated financial statements present fairly, in all material respects, in accordance with GAAP the consolidated financial position condition of the Company Holdings and its Restricted 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 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 the form of Exhibit D demonstrating, as of the end close of such fiscal year; provided that (A) such financial statements shall not contain a “going concern” qualification or statement, compliance with except to the Computation Covenantsextent that such a “going concern” qualification or statement (AI) is solely a consequence of any impending stated final maturity date of any Indebtedness, certified (BII ) relates to any actual or 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 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 Financial Officer. customary management discussion and analysis (vi) Financial information as in form reasonably acceptable to the assets of, and Investments Administrative Agent) of the Company financial performance of Holdings and its Subsidiaries inRestricted Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of Holdings ending December 31, each Immaterial Subsidiary as 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of such fiscal year (or such longer period commencing prior to the end Closing Date and ending on the last day of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.);

Annual Reports. The Company shall Principal Companies will furnish to the Lenders as soon as available, and in any event within 90 120 days after the end of each fiscal year year: (or, if earlier, a) The Annual Reports of AFG and the date that is five (5) days after Borrower as required by the date that the Company’s Exchange Act on Form 10-K filing is required to be delivered to the SEC), the for such fiscal year. (b) The audited Consolidated balance sheets financial statements of AFG and its Subsidiaries and of the Company Borrower 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, together with comparative figures for the immediately preceding fiscal year, all accompanied by:. (ic) Unqualified reports of Ernst & Young LLP (or, if they cease to be the present independent auditors of the Company AFG and its Subsidiaries, Subsidiaries (or other independent certified public accountants of recognized national standing auditors reasonably satisfactory to the Required LendersAdministrative Agent), containing no material uncertainty, to the effect that they have audited the foregoing such 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 AFG and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (iid) 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 AFG 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 Sections 6.6 through 6.14 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding , it being understood that the examination of by 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. (iiie) The internally prepared Consolidating balance sheet of AFG and its Subsidiaries and the Consolidating statement of earnings of AFG and its Subsidiaries for such fiscal year (all in reasonable detail). (f) A certificate of the Company signed by a Financial Officer of each of AFG and the Borrower 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 AFG and the Company has Borrower have taken, is are taking or proposes propose to take with respect thereto, and stating what changes, if any, have occurred in GAAP since the date of the financial statements described in Section 7.2(a). (ivg) [intentionally omitted.] (v) A Compliance Certificate in Computations by the form of Exhibit D demonstratingBorrower demonstrating or specifying, as the case may be, as of the end close of such fiscal year, compliance with the Computation CovenantsSections 6.6, certified by a Financial Officer6.7.1, 6.8.2, 6.8.3 and 6.11.4. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viiih) Supplements to Schedules 5.01 Exhibits 7.1, 7.11 and 5.03 7.13 showing any changes in the information set forth in such Exhibits not previously furnished to during the Lenders in writinglast quarter of such fiscal year, each of which supplement changes must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of any of the Company or its Principal Companies and their Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event Agent (with copies for each Lender) within 90 92 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (all in reasonable detail) and togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i1) Unqualified reports Reports of Ernst & Young LLP (or, if 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 uncertaintyqualification, 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. (ii2) 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 the Computation Covenants 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. (iii3) 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. (iv4) [intentionally omittedComputations by the Company comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Agent in accordance with Section 6.4.4.] (v5) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified signed by a Financial Officer. (vi6) Financial information Calculations, as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of at the end of such fiscal year, demonstrating that of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) having Accumulated Benefit Obligations in excess of $1,000,000 and (ii) the fair market value of the assets of such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”Plan allocable to such benefits. (vii) [intentionally omitted] (viii7) Supplements to Schedules 5.01 Exhibits 7.1, 7.3, 7.14 and 5.03 7.15 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders Agent in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ix) 8) In the event of a change in GAAP after June 30December 31, 20061998, computations by the Company, certified signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions. (9) In reasonable detail, management's discussion and analysis of the results of operations and the financial condition of the Company and its Subsidiaries as at the end of and for the year covered by such financial statements.

Annual Reports. The Company Borrower shall furnish to the Lenders as soon as availableLender annually, and in any event within 90 120 days after the end each calendar year, a complete copy of Borrower’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, each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated in accordance with GAAP and containing balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of profit and loss for Borrower and the Property in such detail as Lender may request. Such financial statements: (a) shall be in form and substance satisfactory to Lender, (b) shall set forth the financial condition and the income and Consolidated statements of changes in shareholders’ equity and of cash flows of expenses for 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 Property for the immediately preceding fiscal calendar year, all accompanied by: including statements of annual Net Operating Income as well as (i) Unqualified reports a list of Ernst & Young LLP (ortenants, if they cease to be auditors any, occupying more than twenty percent (20%) of the Company rentable space of the Property, (ii) a breakdown showing (A) the year in which each Lease then in effect expires, (B) the percentage of rentable space covered by such Lease and its Subsidiaries(C) the percentage of base rent with respect to which Leases shall expire in each such year, 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 expressed both on a per year and a cumulative basis and (c) shall be accompanied by an Officer’s Certificate (substantially in accordance with generally accepted auditing standards and the form attached as Schedule 14-1 hereto) certifying (i) that such Consolidated financial statements present fairlystatement is true, correct, complete and accurate in all material respects, respects and presents fairly the financial position condition of the Company Property as of the date of such report and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby has been prepared in conformity accordance with GAAP. , (ii) The statement to Borrower’s knowledge, whether there exists a Default or Event 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 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 and if such officer has such knowledgeso, specifying such Default and the nature thereof, the period of time it has existed and what the action then being taken to remedy it, (iii) that as of the Company has takendate of such Officer’s Certificate, no litigation exists involving Borrower or the Property in which the amount involved is taking or proposes to take with respect thereto. $500,000 (in the aggregate) and is not covered by insurance, or, if so, specifying such litigation and the actions being taken in relation thereto and (iv) [intentionally omitted.] (v) A Compliance Certificate the amount by which operating expenses incurred by Borrower for such period were greater than or less than the operating expenses reflected in the form applicable Annual Budget. Notwithstanding the foregoing, annual reporting requirements of Exhibit D demonstrating, as Borrower hererin will be deemed satisfied upon delivering to Lender copies of the end Form 10-K of such fiscal year, compliance with Guarantor within the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information timeframes set forth in such Exhibits not previously furnished this Section 6.3.2, so long as: (1) Guarantor is subject to the Lenders in writingreporting requirements of the Exchange Act, which supplement must be reasonably satisfactory or any successor statute or statutes thereto, and (2) Guarantor files its financial information with the U.S. Securities and Exchange Commission as and when required by the Exchange Act and such financial information of Guarantor is available to the Administrative Agent, 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 Agentpublic. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as availablepracticable, and in any event within 90 --------------- ninety (90) days after the end of each fiscal year year, (or, if earlier, a) the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related consolidated and consolidating statements of income and Consolidated statements the related consolidated statement of changes in shareholders’ stockholders' equity and of cash flows flow of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and togetheryear, and, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal year, (b) a schedule from the Company setting forth for each item in clause (a) hereof, ---------- the corresponding figures from the xxxxxxx-dated financial budget for the current fiscal year delivered pursuant to Section 6.1(A)(iv), and (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 accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors material respects the consolidated financial position of the Company and its SubsidiariesSubsidiaries 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. The deliveries made pursuant to this clause (ii) shall be ----------- accompanied by a certificate of such accountants that, other 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 such accountants, any Default or --------- 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 reasonably satisfactory to prepare an audit report on 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 internal systems and that such Consolidated financial statements present fairly, in all material respects, the financial position controls 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 GAAPSubsidiaries. (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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each fiscal year (or, if earlierFiscal Year, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, Fiscal Year and the Consolidated consolidated and consolidating statements of income and Consolidated statements of changes in income, shareholders’ equity and of cash flows flows, in each case of the Company and its Subsidiaries for such fiscal year (Fiscal Year, all in reasonable detail) and together. Such financial statements shall be certified by the chief financial officer of Company that they fairly present, in all material respects, the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors condition of the Company and its SubsidiariesSubsidiaries 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 its Subsidiaries for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to the Required Lendersholders of the Notes (it being agreed that the holders of the Notes shall be deemed to have approved of any such certified public accountants approved by the Senior Lenders for purposes of preparing similar certifications called for under the Senior Loan Documents), containing which report shall be unqualified, shall express no material uncertaintydoubts, assumptions or qualifications concerning the ability of the Company and its Subsidiaries to the effect continue as a going concern, and shall state that they have audited the foregoing Consolidated such consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and their cash flows for the periods covered thereby indicated in conformity with GAAP. GAAP applied on a basis consistent with prior years (iiexcept as otherwise disclosed in such financial statements) 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 examination by such accountants in connection 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. (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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the consolidated financial statements referred to above with financial statements prepared has been made in accordance with GAAP generally accepted auditing standards provided, however, that, with respect to any fiscal period ended 180 days or more after the consummation of an initial public offering of any of the Company’s Equity Interests, so long as applied Company is required to file reports under Section 13 of the other covenants in Article VI and related definitions.Exchange Act, the requirements of this paragraph shall be deemed satisfied by the delivery of, the year-end financials of Company on Form 10-K for such Fiscal Year;

Annual Reports. The Company shall furnish to the Lenders as -------------- soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (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: (i1) Unqualified reports Reports of Ernst & Young Xxxxxx Xxxxxxxx LLP (or, if they cease to be auditors of the Company 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 uncertaintyqualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards 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. (ii2) 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 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. (iii3) 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. (iv4) [intentionally omittedComputations 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.] (v5) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi6) Financial information Calculations, as to at the end of such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) and (ii) the fair market value of the assets ofof such Plan allocable to such benefits. (7) A schedule, and Investments of the Company and its Subsidiaries incertified by a Financial Officer, each Immaterial Subsidiary showing as of the end of such fiscal yearyear (i) the location of all Towers, demonstrating that whether such Immaterial Subsidiary constitutes Tower or the real property on which it is located is owned or leased by the Company and its Subsidiaries, the contribution by each Tower to Consolidated Site Leasing Revenues as then estimated in good faith by the Company, which Towers were acquired during the most recently completed fiscal quarter and the status of all Towers under construction and (ii) an “Immaterial Subsidiary”open bid summary report and a site development backlog report with respect to Towers. (vii) [intentionally omitted] (viii) 8) Supplements to Schedules 5.01 Exhibits 7.1 and 5.03 7.3 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ix9) In the event of a change in GAAP after June 30December 31, 20061997, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish to the Lenders as -------------- soon as available, and in any event within 90 120 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)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 (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: (ia) Unqualified reports Reports of Ernst & Young Xxxxxx Xxxxxxxx LLP (or, if 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 uncertaintyqualification, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards GAAP 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. (iib) 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 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. (iiic) 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. (ivd) [intentionally omittedComputations 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.] (ve) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vif) Financial information Calculations, as to at the end of such fiscal year, of (i) the Accumulated Benefit Obligations for each Plan (other than Multiemployer Plans) and (ii) the fair market value of the assets ofof such Plan allocable to such benefits. (g) A schedule, and Investments of the Company and its Subsidiaries incertified by a Financial Officer, each Immaterial Subsidiary showing as of the end of such fiscal yearyear (i) the location of all Towers, demonstrating that such Immaterial Subsidiary constitutes the ownership of the real property on which each Tower is located, which Towers are capable of being moved from their present location, and the contribution by each Tower to Consolidated Tower Revenues as then estimated in good faith by the Company and (ii) an “Immaterial Subsidiary”open bid summary report and a site development backlog report. (vii) [intentionally omitted] (viiih) Supplements to Schedules 5.01 Exhibits 7.1 and 5.03 7.3 hereof and Exhibit 3.3 to the Guarantee and Security Agreement showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, By-laws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixi) In the event of a change in GAAP after June 30December 31, 20061996, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall will furnish to the Lenders each holder of a Note as soon as available, and in any event within 90 95 days after the end of each fiscal year year, (or, if earlier, the date that is five (51) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year, (2) 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 and (3) the Combined and Combining statements of income and Combined and Combining statements of changes in shareholders' equity and of cash flows for each of (A) the Core Mutual Fund Subsidiaries, (B) the Pioneer Goldfields Entities and (C) the other Subsidiaries of the Company for such fiscal year, all in reasonable detail) detail and together, in the case of Consolidated financial statementsstatements in paragraphs (1) and (2) of this Section 7.4.1, with comparative figures for the immediately preceding fiscal yearyear or fiscal year end, all accompanied by: (ia) Unqualified reports of Ernst & Young LLP Arthxx Xxxexxxx XXX (or, if 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), standing) containing no material uncertainty, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards in the United States and that such the Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries Persons covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (iib) The statement of A report by such accountants that they have caused this Agreement to be reviewed and that in the course of their annual audit of the Company and its Subsidiaries no facts have come Subsidiaries, nothing came to their attention that cause caused them to believe that any Default exists the Company failed to comply with the terms, covenants, provisions and in particular conditions of Section 7.5, as calculated on an annual basis that coincides with the Company's fiscal year end, of this Agreement insofar as they have no knowledge of any Default under Section 6.05 or, if such is not the case, specifying such Default and the nature thereofrelate to accounting matters. This statement The report is furnished by such accountants with the understanding that the examination their audit was not directed primarily toward obtaining knowledge of such accountants noncompliance. Further, it is understood that the report is intended solely for the information and use of (i) the management of the Company and (ii) the holders of the Notes hereunder, and cannot be relied upon to give used for any other purposes without the prior written consent of such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their auditaccountants. (iiic) 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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. (ixd) In the event of a change in GAAP after June 30, 2006the date hereof, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 7 and the related definitions. (e) Computations by the Company demonstrating, as of the end of such fiscal year, (i) compliance with the Computation Covenants, (ii) Combined Unreimbursed Sales Commissions for the previous fiscal quarter then ended and (iii) the Total Estimated Collectible Amount as of the end of such fiscal year. (f) Computations by the Company comparing the financial statements referred to above with the most recent budgets for such fiscal year furnished to the holders of the Notes in accordance with Section 7.4.3(a). (g) Calculations, as at the end of the fiscal year covered by such financial statements, of (i) the Accumulated Benefit Obligations for each Plan covered by Title IV of ERISA (other than Multiemployer Plans) and (ii) the fair market value of the assets of such Plan allocable to such benefits. (h) Supplements to Exhibits 8.1 and 8.4 showing any changes in the information set forth in such Exhibits during the last quarter of such fiscal year. (i) Reconciliation of beginning and ending balances of the Funds on an aggregate basis showing sales, redemptions, exchanges and changes in net asset value on a group basis for the following groups: money market, equity, fixed income and other.

Annual Reports. By January 31 of each year of this OLSA, the Tribe shall provide the PUD with a written annual report (similar in form and substance to Attachment D) summarizing the 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 Company PUD shall furnish not request, nor shall the Tribe be required to provide, sensitive information not related to the Lenders as soon as available, and in subject matter of this OLSA. The PUD shall notify the Tribe if it has any event concerns about the annual report within 90 30 days after the end of each fiscal year (or, if earlier, the date receipt. The Tribe shall make a good faith effort to address any concerns that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), 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) Unqualified reports of Ernst & Young LLP (or, if 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 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 are within the scope of their audit. (iii) A certificate what the Tribe is required to provide under this subsection, and shall provide the PUD with a revised annual report within 30 days of receiving notice of the Company signed by a Financial Officer PUD’s concerns. The revised annual report shall be considered final unless the PUD initiates arbitration pursuant to the effect that paragraph below. If the PUD does not initiate arbitration within 30 days of receiving the revised annual report, the PUD shall waive 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, right as well as any changes in all future claims that the Organization Documents or incumbency of officers of Tribe has mismanaged funds during the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) preceding calendar year. In the event of that: (1) the Tribe does not provide a change in GAAP after June 30, 2006, computations written annual report to the PUD by the CompanyJanuary 31 deadline; or (2) the PUD reasonably believes, certified based on the content of or an omission from the revised annual report provided by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied Tribe pursuant to the other covenants paragraph above, that the Tribe has managed or expended Watershed Program funds in Article VI 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 related definitionsany 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 annual report pursuant to the preceding paragraph, the PUD shall provide the Tribe with a copy of the 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 the dispute resolution process, and any suspension based on a 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 construed as obligating the Tribe to adhere to any particular state government audit standards. If the arbitrator finds that the PUD’s suspension of payment under this subsection was not made in good faith, the PUD shall pay the Tribe the balance due up to that date under subsection 5.4 and the Tribe’s reasonable attorney fees. The Tribe may also treat such a finding as a material breach and terminate this OLSA under subsection 4.2.

Annual Reports. The Company shall furnish to Within one hundred twenty (120) days (or one hundred fifty (150) days in the Lenders as soon as availablecase of the fiscal year ending December 31, and in any event within 90 days 2014) after the end last day of each fiscal year (orof Holdings, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets a copy of the Company consolidated balance sheet of Holdings and its Restricted Subsidiaries as at of the end last day of such the fiscal year, year then ended and the Consolidated consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company Holdings and its Restricted Subsidiaries for such the fiscal year (all then ended, and accompanying notes thereto, each in reasonable detail) and togetherdetail showing in comparative form the figures for the previous fiscal year, accompanied in the case of Consolidated the consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: statements by an opinion of (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other an independent certified public accountants accounting firm of recognized national standing selected by the Borrowers or (ii) any other accounting firm reasonably satisfactory acceptable to the Required Lenders)Administrative Agent (which opinion shall be unqualified as to scope, containing no material uncertainty, subject to the proviso below) to the effect that they have audited the foregoing Consolidated consolidated financial statements in accordance with generally accepted auditing standards have been prepared and that such Consolidated financial statements present fairly, in all material respects, in accordance with GAAP the consolidated financial position condition of the Company Holdings and its Restricted 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 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 the form of Exhibit D demonstrating, as of the end close of such fiscal year; provided, compliance with that such financial statements shall not contain a “going concern” qualification or statement, except to the Computation Covenantsextent (and 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, certified 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 Financial Officer. management discussion and analysis (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be form reasonably satisfactory acceptable to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers ) of the Company or financial performance of Holdings and its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.Restricted Subsidiaries;

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within 120 days after the end of each fiscal year Fiscal Year, financial information regarding (ori) the Company and its Subsidiaries, if earlierwhich shall be on a Consolidated and consolidating basis, (ii) the date that is five Company and the Filing Subsidiaries, which shall be on a Consolidated basis, and (5iii) days after the date that Foreign Subsidiaries of the Company’s 10-K filing is required to , which shall be delivered on a Consolidated basis, in each case, consisting of balance sheets of such Persons as of the end of such year and related statements of income and cash flows of such Persons for such Fiscal Year, all prepared in conformity with GAAP accompanied by a management discussion, analysis and narrative in respect of such financial information, and certified, in the case of the Company's Consolidated Financial Statements, without qualification as to the SEC)scope of the audit by the Company's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present the Consolidated balance sheets financial position of such Persons 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 the Company's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Company's Accountants in connection Credit Agreement EXIDE TECHNOLOGIES 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 Company and its Subsidiaries as at the end such accounting firm has obtained no knowledge that a Default or Event of such fiscal year, the Consolidated statements of income and Consolidated statements of changes Default in shareholders’ equity and of cash flows respect of the Company financial covenants contained in Article V (Financial Covenants) has occurred and its Subsidiaries for such fiscal year (all in reasonable detail) and togetheris continuing, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of in 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 opinion of such accountants that they have caused this Agreement accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as 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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within ninety (90) days after the end of each fiscal year year, (or, if earlier, a) the date that is five (5) days after the date that the Company’s Form 10-K filing is required to be delivered to the SEC), the Consolidated consolidated balance sheets sheet of the Company Parent and its Subsidiaries as at the end of such fiscal year, year and the Consolidated related consolidated statements of income and Consolidated statements of changes in shareholdersincome, stockholders’ equity and of cash flows of the Company Parent and its Subsidiaries for such fiscal year (all year, and in reasonable detail) and together, in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding previous fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors year along with consolidating schedules in respect of the Company statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries, other and (b) an audit report on the items listed in clause (a) hereof of independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders)standing, containing no material uncertainty, to the effect which audit report shall be unqualified and shall state that they have audited the foregoing Consolidated such financial statements in accordance with generally accepted auditing standards (other than the consolidating schedules which shall not be required to be certified by such accountants) fairly present the consolidated and that such Consolidated financial statements present fairly, in all material respects, the consolidating financial position of the Company Parent and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and cash flows for the periods covered thereby indicated in conformity with GAAP. Agreement Accounting Principles. The deliveries made pursuant to this clause (ii) The statement shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that they have caused this Agreement to be reviewed and that that, in the course of their audit examination necessary for their certification 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 foregoing, they have obtained no knowledge of any Default arising under Section 6.05 or7.4 hereof, if such is not or if, in the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding that the examination opinion of such accountants cannot be relied upon to give such accountants knowledge of accountants, any such Default except as it relates shall exist, stating the nature and status thereof. Financial statements required to accounting or auditing matters within the scope of their audit. be delivered pursuant to Sections 7.1(A)(i) and (iiiii) A certificate of the Company signed by a Financial Officer (to the effect extent any such financial statements are included in materials otherwise filed with the Commission) and other financial statements, reports and notices required to be delivered pursuant to Section 7.1(G), in each case may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, financial statements (or if the materials containing such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking financial statements) or proposes to take with respect thereto. (iv) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance other reports or notices are filed with the Computation Covenants, certified by a Financial OfficerCommission. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders Agent as soon as available, and in any event within 90 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC)year, the Consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating (by lines of business) 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 togetherand, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (ia) Unqualified reports Reports of Ernst & Young Young, LLP (or, if 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 uncertaintyqualification, 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. (iib) 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 relating to Section 6.05 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. (iiic) 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 actual 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. (ivd) [intentionally omitted.] (v) A Compliance Certificate Computations by the Company in substantially the form of Exhibit D 6.4 demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified signed by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viiie) Supplements to Schedules 5.01 Exhibits 7.1, 7.3 and 5.03 7.14 showing any changes in the information set forth in such Exhibits exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or its Subsidiaries Obligors from those previously certified to the Administrative Agent. (ixf) In the event of a change in GAAP after June 30December 31, 20061997, computations by the Company, certified signed by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI Section 6 and related definitions.

Annual Reports. The Company shall furnish to the Lenders as (i) As soon as available, practicable and in any event within 90 ninety (90) days after the end close of each fiscal year of the Borrower (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered except with respect to the SECfiscal year ending June 29, 1996, as provided below), the Consolidated balance sheets Borrower shall furnish to CIT a consolidated and consolidating statement of operations, and cash flows of the Company Borrower and its Subsidiaries as at of the end close of such fiscal year and a balance sheet of the Borrower and its Subsidiaries as of the close 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 (notes to each, all in reasonable detail) and together, setting forth in comparative form the case of Consolidated financial statements, with comparative corresponding figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease with such statements and balance sheet to be auditors of the Company and its Subsidiariescertified 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 Required Lenders)Borrower's 1996 fiscal year shall be delivered to CIT no later than December 15, containing no material uncertainty, 1996. The certificate or report of such accountants shall be free of exceptions or qualifications (except with respect to the Chapter 11 Case) with respect to such statements and balance sheet being prepared in compliance with GAAP and shall in any event contain a written statement of such accountants substantially to the effect that they have audited the foregoing Consolidated financial (A) such accountants examined such statements and balance sheet in accordance with generally accepted auditing standards and that accordingly made such Consolidated financial 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 Company 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. (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 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 the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with year and the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to results of its operations and the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of changes in financial position for such fiscal year, demonstrating in conformity with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”accountants concur). A copy of the certificate or report of the accountant signed by 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 CIT, the Borrower shall make such letter available for review by CIT at the chief executive office of the Borrower. (viiii) [intentionally omitted] Each set of statements and balance sheets delivered pursuant to this Section 8.1(a) shall be accompanied by a 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) (viiii) Supplements to Schedules 5.01 and 5.03 showing any changes in shall be accompanied by a certificate certified by the information Designated Financial Officer of the Borrower stating that the Borrower has complied with the Capital Expenditures covenant set forth in such Exhibits not previously furnished to the Lenders Sections 9.2 in writing, which supplement must be reasonably form and substance satisfactory to the Administrative Agent, 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 AgentCIT. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall will furnish to the Lenders as soon as available, and in any event within 90 120 days after the end of each fiscal year year: (or, if earlier, i) The Annual Report of the date that is five (5) days after Company as required by the date that the Company’s Exchange Act on Form 10-K filing is required to be delivered to for the SEC), the fiscal year then ended. (ii) The audited Consolidated balance sheets financial statements 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, together with comparative figures for the immediately preceding fiscal year, all accompanied by:. (iiii) Unqualified reports of Ernst & Young LLP the Company's present independent auditors (or, if they cease to be auditors of the Company and its Subsidiaries, or other independent certified public accountants of recognized national standing auditors reasonably satisfactory to the Required LendersAgent), containing no material uncertainty, to the effect that they have audited the foregoing such 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. (iiiv) The statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit internally prepared Consolidating balance sheet 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 Consolidating statement is furnished by of earnings of the Company and its Subsidiaries for 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 auditfiscal year (all in reasonable detail). (iiiv) 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, and (b) stating what changes, if any, have occurred in GAAP since the date of the financial statements described in Section 8.2(i). (ivvi) [intentionally omitted.] (v) A Compliance Certificate in Computations by the form of Exhibit D Company demonstrating, as of the end close of such fiscal year, compliance with the Computation CovenantsSections 7.4, certified by a Financial Officer. (vi) Financial information as to the assets of7.5, 7.6 and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”7.7. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 Exhibits 8.1 and 5.03 8.10 showing any changes in the information set forth in such Exhibits not previously furnished to during the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agentlast quarter of such fiscal year, as well as any changes in the Organization Documents Charter, Bylaws or incumbency of officers of the Company or and its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within 90 Within ninety (90) days after the end of each fiscal calendar year, Borrower shall furnish to Administrative Agent, (a) a copy of the annual audit report for such calendar year (orfor Borrower and its subsidiaries, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated including therein consolidated balance sheets of the Company Borrower and its Subsidiaries subsidiaries as at of the end of such fiscal year, the Consolidated calendar year and consolidated statements of income and Consolidated statements of changes in shareholders’ equity and a consolidated statement of cash flows of the Company Borrower and its Subsidiaries subsidiaries for such fiscal year calendar year, in each case accompanied by an unqualified opinion reasonably acceptable to the Required Lenders of one of the so-called “big four” accounting firms or another independent public accountant of recognized standing reasonably acceptable to the Required Lenders, (all in reasonable detailb) a statement of aggregate sales by tenants under Leases or other occupants of the Individual Property, both on an actual (or to the extent such information is not provided by tenants, Manager’s or Borrower’s best estimate) and togetheron a comparable store basis for the applicable calendar year, in scope and detail reasonably satisfactory to Administrative Agent, (c) a current Rent Roll for each Individual Property, together with a consolidated Rent Roll for the Properties, in scope and detail reasonably satisfactory to Administrative Agent, (d) a balance sheet and statement of income and expense for each Individual Property in scope and detail reasonably satisfactory to Administrative Agent, (e) aggregated income and expense statements for the Properties taken as a whole for the calendar year just ended in scope and detail reasonably satisfactory to Administrative Agent, and (f) a certificate executed by the chief financial officer of Borrower (i) that each such statement and other information being provided to Administrative Agent is true and correct in all material respects and, in the case of Consolidated the financial statements, presents fairly the financial condition and the results of operations of Borrower, its subsidiaries and the Properties and, in the case of the financial statements, has been prepared in accordance with comparative figures for Section 8.2, (ii) that there exists no Event of Default or Potential Default as of the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports date of Ernst & Young LLP the certificate (or, if they cease to be auditors of the Company a Potential Default has occurred and its Subsidiariesis continuing, other independent certified public accountants of recognized national standing reasonably satisfactory a statement as 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 nature thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (ii) The statement of such accountants action that they have caused this Agreement to be reviewed Borrower has taken 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 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. ), and (iviii) [intentionally omitted.] certifying (vx) A Compliance Certificate as to whether the Corporate Revolver Borrower is in compliance with the form of Exhibit D demonstrating, Financial Covenants and (y) the Debt Service Coverage Ratio as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to calendar year just ended and the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary Debt Yield as of the end of such fiscal yearthe calendar year just ended, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes together with, in the information set forth each case, a schedule in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably form satisfactory to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers Agent of the Company or its Subsidiaries from those previously certified to the Administrative Agentcomputations used by Borrower in determining (x) and (y) and reasonably detailed supporting information. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.

Annual Reports. The Company shall furnish to the Lenders as soon as available, and in any event within Within 90 days after the end of each fiscal year (orFiscal Year, if earlier, financial information regarding the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated Company and its Subsidiaries consisting of consolidated and consolidating balance sheets of the Company and its Subsidiaries as at of the end of such fiscal year, the Consolidated year and related 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 (Fiscal Year, all prepared in reasonable detail) conformity with GAAP and togethercertified, in the case of Consolidated such consolidated financial statements, with comparative figures for without qualification as to the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports scope of Ernst & Young LLP (or, if they cease the audit or as to be auditors of the Company and its Subsidiaries, Subsidiaries being a going concern by the Company’s Accountants or any other independent certified public accountants of recognized national standing reasonably satisfactory material qualification or exception (other than any standard qualification or exception made by the Company’s Accountants that is not specifically related to the Required LendersCompany and/or its Subsidiaries), containing no material uncertainty, to together with the effect report of such accounting firm stating that they have audited the foregoing Consolidated (i) such financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements fairly present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries covered thereby as at the dates thereof indicated and the results of their operations and cash flow for the periods covered thereby indicated in conformity with GAAP. GAAP applied on a basis consistent with prior years (except for material changes with which the Company’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements) and (ii) The statement of the examination by the Company’s Accountants in connection with such accountants that they have caused this Agreement to be reviewed consolidated financial statements has been made in accordance with GAAP, and accompanied by a certificate stating that in the course of their the regular audit of the business of the Table of Contents 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 such accounting firm has obtained no knowledge that a Default or Event of any Default under Section 6.05 has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is not the casecontinuing, specifying such Default and a statement as to the nature thereof. This statement is furnished by such accountants ; provided, however, that notwithstanding the foregoing, (i) the Borrowers shall only be required to deliver consolidating financial statements with the understanding that the examination of such accountants cannot respect to each Borrower and (ii) no financial information shall be relied upon required to give such accountants knowledge of be delivered under this clause (b) for 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 period prior 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 theretoClosing Date. (iv) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal 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 the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, 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 change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.