Common use of Available Financial Information Clause in Contracts

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the Company will deliver, or will cause to be delivered, the following to each such Stockholder: (i) as soon as available after the end of each fiscal year of the Company and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and (ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan then in effect as approved by the Board in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such Stockholder:time as such Carlyle Stockholder shall cease to own any Shares): (i) as soon as available after the end of each fiscal year of the Company month and in any event within ninety 30 days thereafter, a consolidated balance sheet of Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of Company and its subsidiaries, for each month and for the current fiscal year of Company to date, prepared in accordance with GAAP (90subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for Company for the fiscal year of Company (the “Annual Budget”), no later than three (3) business days thereafter after the approval thereof by the Board of Directors (or but no later than March 31 of such earlier date fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such information is required budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be filed pursuant viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Exchange Act)Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of Company, and in any event within 90 days thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Carlyle Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a), Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 4.1(a)(iii) and Section 4.1(a)(iv), filing such financial statements of Company or any wholly-owned subsidiary of Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. Company’s obligation to furnish the materials described in Section 4.1(a)(i), Section 4.1(a)(iii) and Section 4.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request of an Xxxxxxx Stockholder, the Company will deliver, or will cause to be delivered, the following to each such StockholderXxxxxxx Stockholder or its designated Representative: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Xxxxxxx Stockholders as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (iii) a Company, and a -prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for (iii) a Company-prepared comparison to the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all of the information to be provided pursuant to this Section 2.2(d) in reasonable detail and certified by the principal financial or accounting officer of the Company. (e) Notwithstanding anything to the contrary in Sections 2.2(c) and (d), the Company may satisfy its obligations thereunder (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (i) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as applicable, with the U.S. Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.2(c) and (d) shall be satisfied so long as it transmits such materials to the Xxxxxxx Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has Upon the right to designate at least one (1) Director pursuant to Section 2.1written request of such Stockholder, the Company will deliver, or will cause to be delivered, the following information set forth in clauses (iii) and (iv) to each requesting Stockholder and, and upon the written request of any Principal Investor, the information listed in clause (i) and (ii) to such StockholderPrincipal Investor and any transferee of a CD&R Investor or a KKR Investor which holds shares of Common Stock that constitute at least twenty-five percent (25%) of the Original Shares of the CD&R Investors or the KKR Investors, as applicable, until such time as such Stockholder and its Affiliates shall cease to own any shares of Common Stock: (i) as soon as available after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than thirty (30) days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has Upon written request of the right to designate at least one (1) Director pursuant to Section 2.1CD&R Investor, the Company will deliver, or will cause to be delivered, to the following to each such StockholderCD&R Investor or its designated Representative: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the CD&R Investor as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (iii) a Company, and a -prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for (iii) a Company-prepared comparison to the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all of the information to be provided pursuant to this Section 2.2(d) in reasonable detail and certified by the principal financial or accounting officer of the Company. (e) Notwithstanding anything to the contrary in Sections 2.2(c) and (d), the Company may satisfy its obligations thereunder (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (i) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as applicable, with the U.S. Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.2(c) and (d) shall be satisfied so long as it transmits such materials to the CD&R Investor within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has Upon written request of the right to designate at least one (1) Director pursuant to Section 2.1Stockholders, the Company will deliver, or will cause to be delivered, to the following to each such StockholderStockholders or their designated Representatives: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (iii) a Company, and a -prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for (iii) a Company-prepared comparison to the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all of the information to be provided pursuant to this Section 2.2(d) in reasonable detail and certified by the principal financial or accounting officer of the Company. (e) Notwithstanding anything to the contrary in Sections 2.2(c) and (d), the Company may satisfy its obligations thereunder (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (i) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.2(c) and (d) shall be satisfied so long as it transmits such materials to the Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has Upon written request of the right to designate at least one (1) Director pursuant to Section 2.1CD&R Investors, the Company will deliver, or will cause to be delivered, to the following to each such StockholderCD&R Investors or their designated Representative: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by the CD&R Investors that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the CD&R Investors as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (iii) a Company, and a -prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for (iii) a Company-prepared comparison to the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all of the information to be provided pursuant to this Section 2.2(d) in reasonable detail and certified by the principal financial or accounting officer of the Company. (e) Notwithstanding anything to the contrary in Sections 2.2(c) and (d), the Company may satisfy its obligations thereunder (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (i) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as applicable, with the U.S. Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.2(c) and (d) shall be satisfied so long as it transmits such materials to the CD&R Investors within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As Upon written request of the PEP Investor, the Company will deliver, or cause to be delivered, to the PEP Investor or its designated Representative, for so long as any Stockholder the PEP Investor has the right pursuant to Section 2.1(a) to designate at least one (1) Director pursuant to Section 2.1, the Company will deliver, or will cause to be delivered, the following to each such StockholderPEP Designee: (ia) as soon as available after the end of each fiscal year of the Company month, and in any event within ninety thirty (9030) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a an unaudited consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, month and consolidated statements of income, retained earnings operations and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and (ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings comprehensive income and cash flows of the Company and its Subsidiaries, in for each case for such period month and for the current fiscal year of the Company to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) adjustments and setting forth in comparative form the figures for absence of notes thereto), together with a comparison of such statements to the corresponding periods of the previous prior fiscal year and a comparison to the Company’s business plan then in effect and approved by the Board. Unless the PEP Investor requests in writing that the monthly reports described above be specifically provided, the Company shall be deemed to have satisfied the information delivery requirement in this Section 2.4(a) by providing monthly metrics prepared for the Board in form and substance substantially consistent with those prepared as of the date of this Agreement by the date described in the first sentence hereof; and (b) an annual budget, a business plan and financial forecasts for the Company for each fiscal year of the Company (the “Annual Budget”), as soon as reasonably practicable after approval by the Board, and in any event no later than sixty (60) days after the end of the Company’s immediately preceding fiscal year, in such manner and form as approved by the Board Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail detail, with appropriate presentation and certified discussion of the principal assumptions upon which such budgets and projections are based; it being recognized by the principal financial PEP Investor that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or accounting officer of periods covered by them may differ from the Companyprojected results. Any material changes in such Annual Budget shall be delivered to the PEP Investor as promptly as practicable after such changes have been approved by the Board.

Available Financial Information. (a) As So long as any Principal Stockholder has the right to designate and its respective Affiliates collectively Beneficially Own at least one (1) Director pursuant to Section 2.110% of the outstanding shares of Common Stock, the Company will deliver, or will cause to be delivered, upon written request, to such Principal Stockholder the following to each such Stockholderinformation: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which will include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budget and projections are based, which will be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget will be delivered to such Principal Stockholder as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (Bii) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (Bii) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As The Company and, for so long as any Stockholder has the right it continues to designate at least one (1) Director pursuant to Section 2.1prepare separate financial statements, the Company PanAmSat, will deliver, or will cause to be delivered, the following to each Stockholder until such Stockholdertime as such Stockholder and its Affiliates shall cease to own any shares of Common Stock on an as-converted basis: (i) as soon as available after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries and PanAmSat and its Subsidiaries, as applicable, in each case, as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries and PanAmSat and its Subsidiaries, as applicable, in each case, for each month and for the current fiscal year of the Company or PanAmSat, as applicable, to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and certified by the principal financial or accounting officer of the Company and PanAmSat, respectively, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s or PanAmSat’s business plan then in effect and approved by the Board; or the board of directors of PanAmSat, as applicable. (ii) an annual budget, a business plan and financial forecasts for the Company and PanAmSat, as applicable, for the next fiscal year of the Company and PanAmSat, respectively, no later than thirty (30) days before the beginning of the Company’s or PanAmSat’s next fiscal year, in such manner and form as approved by the Board or the board of directors of PanAmSat, as applicable, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company or PanAmSat, as applicable, to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company or PanAmSat, as applicable, for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such business plan shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board or the board of PanAmSat, as the case may be; (iii) as soon as available after the end of each fiscal year of the Company and PanAmSat, as applicable, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company and PanAmSat pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries and PanAmSat and its Subsidiaries, as applicable, in each case as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries and PanAmSat and its Subsidiaries, as applicable, for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the CompanyCompany and PanAmSat, as applicable, and a Company- or PanAmSat-, as applicable, prepared comparison to the Company’s or PanAmSat’s business plan for such year as approved by the BoardBoard or the board of directors of PanAmSat, as applicable; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and PanAmSat, as applicable, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company and PanAmSat pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries and PanAmSat and its Subsidiaries, as applicable, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries and PanAmSat and its Subsidiaries, as applicable, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s and PanAmSat’s, as applicable, business plan then in effect as approved by the Board or the board of directors of PanAmSat, as applicable, all in reasonable detail and certified by the principal financial or accounting officer of the CompanyCompany or PanAmSat, as applicable.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such Stockholder:time as such Carlyle Stockholder shall cease to own any Shares): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and shareholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with IFRS (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP IFRS and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP IFRS (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Carlyle Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 5.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 5.1(a)(iii) and Section 5.1(a)(iv), filing such financial statements of the Company or any wholly-owned subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 5.1(a)(i), Section 5.1(a)(iii) and Section 5.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following to each Silver Lake Director (or, if no Silver Lake Directors are then serving on the Board, to Silver Lake): an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company, no later than thirty (30) days before the beginning of the Company's next fiscal year, in such Stockholdermanner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year. Any material changes in such business plan shall be delivered to the Silver Lake Directors or Silver Lake, as the case may be, as promptly as practicable after such changes have been approved by the Board. (b) The Company will promptly deliver to each Investor Securityholder when available one copy of each annual report on Form 10-K and quarterly report on Form 10-Q of the Company, as filed with the SEC. In the event an annual report on Form 10-K or quarterly report on Form 10-Q is unavailable, the Company may, in lieu of the requirements of the preceding sentence, deliver, or cause to be delivered, the following to each Investor Securityholder: (i) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not available) such financial statements accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s 's business plan for such year as approved by the Board; and (ii) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s 's business plan then in effect as and approved by the Board Board, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP.

Available Financial Information. (a) As For so long as any Stockholder has the right Company is not a reporting issuer under the Exchange Act or, if having been such a reporting issuer, it shall cease to designate at least one (1) Director pursuant be such a reporting issuer or for so long as the Company shall fail to Section 2.1comply with its reporting obligations under the Exchange Act, the Company will shall, to the extent that the Investor beneficially owns any of the Shares or Common Stock, deliver, or will cause to be delivered, to the following to each such StockholderInvestor: (ia) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries, in each case as of the end of such fiscal year, and consolidated and consolidating statements of income, retained earnings changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not then available) by such financial statements accompanied by the opinion audit report with respect thereto of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and (iib) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or after the end of each such earlier date by which such information is required to be filed pursuant to the Exchange Act)period, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet sheets of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings changes in shareholders' equity and cash flows of the Company and its Subsidiaries, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison year, subject to the Company’s business plan then in effect as approved by the Board changes resulting form normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has Upon written request of the right to designate at least one (1) Director pursuant to Section 2.1CD&R Investor, the Company will deliver, or will cause to be delivered, to the following to each such StockholderCD&R Investor or its designated Representative: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by the CD&R Investor that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the CD&R Investor as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (iii) a Company, and a -prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (ii) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for (iii) a Company-prepared comparison to the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all of the information to be provided pursuant to this Section 2.2(d) in reasonable detail and certified by the principal financial or accounting officer of the Company. (e) Notwithstanding anything to the contrary in Sections 2.2(c) and (d), the Company may satisfy its obligations thereunder (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (i) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as applicable, with the U.S. Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.2(c) and (d) shall be satisfied so long as it transmits such materials to the CD&R Investor within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following information set forth in clauses (iii) and (iv) to each Stockholder and the information listed in clause (i) and (ii) to the Principal Investors and any transferee of a CD&R Investor or a KKR Investor which holds shares of Common Stock that constitute at least 25% of the Original Shares of the CD&R Investors or the KKR Investors, until such Stockholdertime as such Stockholder and its Affiliates shall cease to own any shares of Common Stock: (i) as soon as available after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders' equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's business plan then in effect and approved by the Board; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than thirty (30) days before the beginning of the Company's next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan 's Annual Budget for such year as approved by the BoardBoard (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan 's Annual Budget then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, to the following to each such StockholderEquity Purchaser, the senior member of the Equity Purchaser, the Trust Preferred Purchaser and the shareholder of the Trust Preferred Purchaser: (i) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated an unaudited unconsolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of such fiscal year, and consolidated unaudited unconsolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied certified by the opinion principal financial or accounting officer of independent public accountants of recognized national standing selected by the Company, and a comparison to except that such financial statements need not contain the Company’s business plan for such year as approved notes required by the BoardGAAP; and (ii) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated an unaudited unconsolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated unaudited unconsolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison year, subject to the Company’s business plan then in effect as approved by the Board changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP. If the Company ceases to be a public reporting company under the Exchange Act or shall fail to comply with its reporting obligations under Exchange Act, the Company will deliver, or will cause to be delivered, to the Equity Purchaser, the senior member of the Equity Purchaser, the Trust Preferred Purchaser and the shareholder of the Trust Preferred Purchaser: (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not available) by such financial statements accompanied by the report of independent public accountants of recognized national standing selected by the Company; and (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following to each such Stockholderholder of Series C Preferred Stock: (i) as soon as practical after the end of each month and in any event within the time specified in the Credit Agreement, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of income and cash flows of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with GAAP and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's business plan then in effect and approved by the Board; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company, no later than forty- five (45) days before the beginning of the Company's next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year. Any material changes in such business plan shall be delivered to the Preferred Directors or the Series C Stockholders, as the case may be, as promptly as practicable after such changes have been approved by the Board; and (iii) within fifteen (15) days following the end of each fiscal quarter, a computation of the Company's Net Operating Cash Flow for such quarter, determined in accordance with the Certificate of Designation. (b) The Company will promptly deliver to the Series C Stockholders when available one copy of each annual report on Form 10-K and quarterly report on Form 10-Q of the Company, as filed with the SEC. In the event an annual report on Form 10-K or quarterly report on Form 10-Q is unavailable, the Company may, in lieu of the requirements of the preceding sentence, deliver, or cause to be delivered, the following to the Preferred Directors or the Series C Stockholders, as the case may be: (i) as soon as practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not available) such financial statements accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s 's business plan for such year as approved by the Board; and (ii) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s 's business plan then in effect as and approved by the Board Board, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP. (c) The delivery pursuant to the Credit Agreement of any report, financial statement, or other information required to be delivered by both the Credit Agreement and this Agreement to a Person who is both a Lender and a Series Stockholder shall also constitute delivery of such report, financial statement or other information for purposes of this Agreement. (d) The Company will deliver to each Series C Stockholder for its review and comment a reasonable time prior to the filing thereof, a draft of any information that describes or otherwise relates to terms or ownership of the Series C Preferred Stock, the provisions of this Agreement or any other agreement among the holders of the Series C Preferred Stock or between the Company and such holders if such information is proposed to be included in any periodic report to be filed by the Company under the Exchange Act, any proxy materials to be filed or distributed by the Company pursuant to the Exchange Act, any registration statement to be filed by the Company under the Securities Act, or any press release or public announcement to be issued by the Company. Notwithstanding the foregoing, this Section 2.1(d) shall not require prior -------------- delivery of any such information that (i) relates solely to the Credit Agreement and the terms thereof that is consistent with the Company's prior disclosure policies and practices relating to the Existing Credit Agreement or (ii) accurately reflects information provided to the Company by one or more Series C Stockholders in response to a questionnaire or similar inquiry distributed by the Company to its directors, officers and stockholders in connection with the preparation of any such disclosure document or announcement. The reasonable comments and proposed changes to any such disclosure provided by any Series C Stockholder will be incorporated into any such report, proxy statement, registration statement or announcement prior to the filing or dissemination thereof.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, to the following Carlyle Stockholder and the GIC Stockholder (until such time as such Stockholder shall cease to each such Stockholder:own any Registrable Securities): (i) as soon as available after the end of each month and in any event within 30 days thereafter, the monthly operating report of the Company and, to the extent prepared by the Company in the ordinary course, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case, prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby, it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Stockholder and the GIC Stockholder as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 5.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to the Carlyle Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholder reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 5.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 5.1(a)(iii) and Section 5.1(a)(iv), filing such financial statements of the Company or any wholly-owned subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 5.1(a)(i), Section 5.1(a)(iii) and Section 5.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholder and the GIC Stockholder within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As In the event that the Company ceases to be a reporting issuer under the Exchange Act, then for so long as any Stockholder has the right Company is not a reporting issuer or for so long as the Company shall fail to designate at least one (1) Director pursuant to Section 2.1comply with its reporting obligations under the Exchange Act, the Company will shall, to the extent that the Investor beneficially owns any of the Shares or Common Stock, deliver, or will cause to be delivered, to the following to each such StockholderInvestor: (ia) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries, in each case as of the end of such fiscal year, and consolidated and consolidating statements of income, retained earnings changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not then available) by such financial statements accompanied by the opinion audit report with respect thereto of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and (iib) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or after the end of each such earlier date by which such information is required to be filed pursuant to the Exchange Act)period, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet sheets of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings changes in stockholders’ equity and cash flows of the Company and its Subsidiaries, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison year, subject to the Company’s business plan then in effect as approved by the Board changes resulting form normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such Stockholder:time as such Carlyle Stockholder shall cease to own any Shares): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments | DC\3606029.6|| and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three (3) business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Carlyle Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 5.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 5.1(a)(iii) and Section 5.1(a)(iv), filing such financial statements of the Company or any wholly-owned subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 5.1(a)(i), Section 5.1(a)(iii) and Section 5.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Carlyle Shareholder (until such Stockholder:time as such Carlyle Shareholder shall cease to own any Shares): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and shareholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three (3) business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Shareholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Carlyle Shareholder during the course of the preparation of the Annual Budget and to keep the Carlyle Shareholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 4.1(a)(iii) and Section 4.1(a)(iv), filing such financial statements of the Company or any wholly-owned subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 4.1(a)(i), Section 4.1(a)(iii) and Section 4.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Shareholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such Stockholder:time as such Carlyle Stockholder shall cease to own any Shares): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three (3) business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Carlyle Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 5.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 5.1(a)(iii) and Section 5.1(a)(iv), filing such financial statements of the Company or any wholly-owned subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 5.1(a)(i), Section 5.1(a)(iii) and Section 5.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As For so long as any Stockholder has the right Company is ------------------------------------------- not a reporting issuer under the Exchange Act or, if having become such a reporting issuer, it shall cease to designate at least one (1) Director pursuant be such a reporting issuer or for so long as the Company shall fail to Section 2.1comply with its reporting obligations under the Exchange Act, the Company will shall, to the extent that Enron or any Holder beneficially owns any of the Securities, deliver, or will cause to be delivered, the following to Enron and each such StockholderHolder: (ia) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries, in each case as of the end of such fiscal year, and consolidated and consolidating statements of income, retained earnings changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not then available) by such financial statements accompanied by the opinion audit report with respect thereto of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and (iib) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or after the end of each such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actperiod, a consolidated balance sheet sheets of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings changes in shareholders' equity and cash flows of the Company and its Subsidiaries, in each case for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison year, subject to the Company’s business plan then in effect as approved by the Board changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has Upon written request of the right to designate at least one (1) Director pursuant to Section 2.1Stockholders, the Company will deliver, or will cause to be delivered, to the following to each such StockholderStockholders or their designated Representatives: (i) as soon as available after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and a consolidated statement of operations of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with (i) a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and (ii) such other non-GAAP financial and other financial data that the chief financial officer of the Company deems relevant for consideration by the Board on a monthly basis; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), as soon as practicable, and in any event within five (5) Business Days , after approval of the Board, which shall include at least a projection of income and a projected statement of operations for each fiscal quarter in such fiscal year, in each case prepared in reasonable detail; it being recognized by the Stockholders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Stockholders as promptly as practicable following the close of the most recent fiscal quarter after such changes have been approved by the Board; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ax) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (y) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company and (z) a Company, and a -prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ax) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, (y) a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in each case in comparative form the figures for the corresponding periods period of the previous fiscal year and (z) a Company-prepared comparison to the Company’s business plan then in effect Annual Budget for such year as approved by the Board Board. (b) Notwithstanding anything to the contrary in reasonable detail Sections 3.1(a)(iii) and certified (a)(iv), the Company may satisfy its obligations thereunder by (i) providing the principal financial or accounting officer statements of any wholly-owned Subsidiary of the CompanyCompany to the extent that such financial statements reflect the entirety of the operations of the business or (ii) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (i), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, shall deliver the following to each Stockholder until such Stockholdertime as such Stockholder and its Affiliates shall cease to beneficially own any Common Stock: (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such business plan shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, Company and a Company prepared comparison to the Company’s business plan for such year as approved by the Board; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company. The reporting obligations set forth in Sections 2.4(a)(iii) and 2.4(a)(iv) shall be deemed automatically satisfied so long as the Company timely files its quarterly and annual reports with the SEC pursuant to the Exchange Act.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following to each Stockholder until such Stockholdertime as such Stockholder and its Affiliates shall cease to own any shares of Common Stock on an as-converted basis: (i) as soon as available after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company, no later than thirty (30) days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such business plan shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan for such year as approved by the Board; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. Upon the written request of (ai) As long PESC Company (until such time as any Stockholder has the right Principal Stockholders shall cease to designate beneficially own at least one 10% of the voting power of all of the outstanding shares of Common Stock) or (1ii) Director pursuant the Carlyle Stockholders (until such time as the Carlyle Shares shall cease to Section 2.1represent at least 10% of the voting power of all of the outstanding shares of Common Stock), the Company Corporation will deliver, or will cause to be delivered, to PESC Company or the following to each such StockholderCarlyle Stockholders, as the case may be: (i) an annual budget, a business plan and financial forecasts for the Corporation for the fiscal year of the Corporation (the “Annual Budget”), no later than three (3) business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the Chief Executive Officer or Chief Financial Officer or equivalent officer of the Corporation to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Corporation for the respective periods covered thereby; it being recognized by PESC Company and the Carlyle Stockholders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. To the extent that the Annual Budget has been provided to PESC Company or the Carlyle Stockholders any material changes in such Annual Budget shall be delivered to PESC Company or the Carlyle Stockholders, as applicable, as promptly as practicable after such changes have been approved by the Board of Directors; (ii) as soon as available after the end of each fiscal year of the Company Corporation, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company Corporation pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company Corporation and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company Corporation and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the CompanyCorporation, and a Corporation-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Corporation, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company Corporation pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company Corporation and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company Corporation and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 5.1(a)(iii) in reasonable detail and certified by the principal financial or accounting officer of the CompanyCorporation. In addition to the foregoing, upon the written request of PESC Company or the Carlyle Stockholders, the Corporation covenants and agrees to provide periodic updates to PESC Company or the Carlyle Stockholders, as the case may be, during the course of the preparation of the Annual Budget and to keep PESC Company or the Carlyle Stockholders, as the case may be, reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 5.1(a), the Corporation’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly owned subsidiary of the Corporation to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 5.1(a)(ii) and Section 5.1(a)(iii), filing such financial statements of the Corporation or any wholly owned subsidiary of the Corporation whose financial statements satisfy the requirements of clause (A), as applicable, with the SEC on XXXXX or in such other manner as makes them publicly available. The Corporation’s obligation to furnish the materials described in Section 5.1(a)(ii) and Section 5.1(a)(iii), shall be satisfied so long as the Corporation transmits such materials to PESC Company or the Carlyle Stockholders, as the case may be, within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Sponsor Stockholder (until such Stockholder:time as such Sponsor Stockholder Beneficially Owns less than 5% of the outstanding Class A Common Stock): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Sponsor Stockholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A1) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; andBoard of Directors (the “Annual Financial Statements”); (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A1) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 7.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Sponsor Stockholder during the course of the preparation of the Annual Budget and to keep the Sponsor Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 7.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (x) providing the financial statements of any wholly owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (y) in the case of Section 7.1(a)(iii) and Section 7.1(a)(iv), filing such financial statements of the Company or any wholly owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (x), as applicable, with the SEC on the Electronic Data Gathering, Analysis, and Retrieval system (XXXXX) or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 7.1(a)(i), Section 7.1(a)(iii) and Section 7.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Sponsor Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following to each Stockholder until such Stockholdertime as such Stockholder and its Affiliates shall cease to own any shares of Common Stock: (i) as soon as available after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year; (ii) a proposed (which may not be in final form) annual budget and a business plan and financial forecasts for the Company for the next fiscal year of the Company, no later than thirty (30) days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such business plan shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan for such year as approved by the Board; and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following information to (x) each Strategic Investor for so long as (1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such StockholderStrategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), and (y) each other Equityholder for so long as such Equityholder has the right to nominate at least one Director under Section 2.1: (i) as soon as available (and in any event within 90 days) after the end of each fiscal year of the Company and in any event within ninety (90) days thereafter (or such the earlier date by which such the information is required to be filed pursuant to under the Exchange Act), , (A) (1) the annual financial statements required to be filed by the Company pursuant to under the Exchange Act and a reasonably detailed comparison to the Company’s business plan for that fiscal year as approved by the Board and certified by the principal financial or accounting officer of the Company, or (B2) if the financial statements described in (A1) are not required to be filed pursuant to under the Exchange Act, a an audited consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of such the fiscal year, and audited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such that year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a reasonably detailed comparison to the Company’s business plan for such that year as approved by the BoardBoard and certified by the principal financial or accounting officer of the Company; and (B) with respect to the LLC, an audited consolidated balance sheet of the LLC and its Subsidiaries, in each case as of the end of the fiscal year, and audited consolidated statements of income, retained earnings and cash flows of the LLC and its Subsidiaries for that year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the LLC; (ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) 45 days thereafter (or such the earlier date by which such the information is required to be filed pursuant to under the Exchange Act), , (A) (1) the quarterly financial statements required to be filed by the Company pursuant to under the Exchange Act and a reasonably detailed comparison to the Company’s business plan for the current fiscal year to date as approved by the Board and certified by the principal financial or accounting officer of the Company, or (B2) if the financial statements described in (A1) are not required to be filed pursuant to under the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case for such that period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a reasonably detailed comparison to the Company’s business plan then in effect as approved by the Board and certified by the principal financial or accounting officer of the Company in reasonable detail and certified by the principal financial or accounting officer of the Company; and (B) with respect to LLC, a consolidated balance sheet of LLC and its Subsidiaries, in each case as of the end of each quarterly period, and consolidated statements of income, retained earnings and cash flows of LLC and its Subsidiaries, in each case for that period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year certified by the principal financial or accounting officer of LLC; (iii) as soon as available and in any event within 45 days after the end of each fiscal quarter, (A) a consolidated balance sheet and income statement with budget variances, (B) consolidated “key metrics” with budget variances, including gross adds, net adds, churn, ARPU, CPGA and sites on air, and (C) a summary of capital expenditures with budget variances, provided, however, that the Company may exclude market-specific information from any such reports; and (iv) as soon as available, an annual operating budget (with variance analysis) and strategic plan of the Company and the LLC for the following fiscal year as approved by the Board. (b) The Company covenants and agrees to deliver to (x) a Strategic Investor for so long as (1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such Strategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), and (y) each other Equityholder for as long as such Equityholder has the right to nominate at least one Director under Section 2.1, in each case with reasonable promptness, any other information, including data and reports made available to any lender of the Company or any of its Subsidiaries under any credit agreement or otherwise, as from time to time may be reasonably requested by such Strategic Investor or other Equityholder. (c) The officers, employees, auditors and contract employees of any Equityholder receiving or having access to information of the Company under Sections 2.4(a) and (b) will be limited to those officers, employees, auditors and contract employees of the Equityholder with a need to know such information for the purpose of evaluating the Equityholder’s equity investment in the Company and the LLC, but, insofar as such information relates, in each case, to the Company’s retail business, may not include any officer or employee that is directly responsible for the day-to-day operations of such Equityholder that are competitive with the business of the Company and the LLC.

Available Financial Information. (ai) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following to each director designated by the Stockholders: an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company, no later than thirty (30) days before the beginning of the Company's next fiscal year, in such Stockholdermanner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and projected balance sheet as of the end of each fiscal quarter in such fiscal year. Any material changes in such business plan shall be delivered to the directors designated by the Stockholders as promptly as practicable after the Board has approved such changes. (ii) Within 20 days after the end of each calendar month, the Company will provide each director designated by the Stockholders with the interim financial statements of the Company and its Subsidiaries relating to such calendar month. Such interim financial statements shall (a) be in accordance with the books and records of the Company and its Subsidiaries, (b) be prepared in accordance with U.S. generally accepted accounting principles consistently applied throughout the periods covered thereby (except for the absence of footnotes) and present fairly and accurately in accordance with U.S. generally accepted accounting principles, in all material respects, the Assets, liabilities (including, without limitation, reserves) and financial condition of the Company and its Subsidiaries as of the respective dates thereof and the results of operations, stockholders' equity and cash flows for the periods covered thereby. (iii) The Company will promptly deliver to each director designated by the Stockholders when available one copy of each annual report on Form 10-K and quarterly report on Form 10-Q of the Company, as filed with the SEC. In the event an annual report on Form 10-K or quarterly report on Form 10-Q is unavailable, the Company may, in lieu of the requirements of the preceding sentence, deliver, or cause to be delivered, the following to each director designated by the Stockholders: (iA) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP U.S. generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter by such financial statements accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s 's business plan for such year as approved by the Board; and (iiB) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to datedated, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) U.S. generally accepted accounting principles and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s 's business plan then in effect as and approved by the Board Board, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by U.S. generally accepted accounting principles.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will ------------------------------- deliver, or will cause to be delivered, the following to each Investor Director (or, if no Investor Directors are then serving on the Board, to the Investor Stockholder): (i) as soon as practical after the end of each month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of income and cash flows of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with GAAP and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's business plan then in effect and approved by the Board; and (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company, no later than thirty (30) days before the beginning of the Company's next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year. Any material changes in such business plan shall be delivered to the Investor Directors or the Investor Stockholder, as the case may be, as promptly as practicable after such changes have been approved by the Board. (b) The Company will promptly deliver to the Investor Stockholder when available one copy of each annual report on Form 10-K and quarterly report on Form 10-Q of the Company, as filed with the SEC. In the event an annual report on Form 10-K or quarterly report on Form 10-Q is unavailable, the Company may, in lieu of the requirements of the preceding sentence, deliver, or cause to be delivered, the following to the Investor Directors or the Investor Stockholder, as the case may be: (i) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not available) such financial statements accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s 's business plan for such year as approved by the Board; and (ii) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s 's business plan then in effect as and approved by the Board Board, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP.

Available Financial Information. (a) As long as any Stockholder has If the right Company ceases to designate at least one (1) Director pursuant be a public reporting company under the Exchange Act or shall fail to Section 2.1comply with its reporting obligations under Exchange Act, the Company will deliver, or will cause to be delivered, to the following to each such StockholderEquity Purchaser, the senior member of the Equity Purchaser, the Trust Preferred Purchaser and the shareholder of the Trust Preferred Purchaser: (i) as soon as available practicable after the end of each fiscal year of the Company Company, and in any event within ninety (90) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and followed promptly thereafter (to the extent not available) by such financial statements accompanied by the opinion report of independent public accountants of recognized national standing selected by the Company, and a comparison to the Company’s business plan for such year as approved by the Board; and (ii) as soon as available practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act), (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Actthereafter, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings income and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison year, subject to the Company’s business plan then in effect as approved by the Board changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Carlyle Shareholder (until such Stockholder:time as such Carlyle Shareholder shall cease to own any Shares): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and shareholders’ equity of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three (3) business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Shareholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard of Directors (the “Annual Financial Statements”); and (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such period and for the current fiscal year to date, in each case prepared in US-DOCS\120152113.5 accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Carlyle Shareholder during the course of the preparation of the Annual Budget and to keep the Carlyle Shareholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (A) providing the financial statements of any wholly-owned subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) in the case of Section 4.1(a)(iii) and Section 4.1(a)(iv), filing such financial statements of the Company or any wholly-owned subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 4.1(a)(i), Section 4.1(a)(iii) and Section 4.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Shareholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As So long as any Stockholder has the right to designate BCP and its Affiliates (as defined in Section 4) collectively beneficially owns at least one 10% of the outstanding shares of the Company’s common stock, par value $0.01 per share (1) Director pursuant to Section 2.1the “Common Stock”), the Company will deliver, or will cause to be delivered, upon written request, to BCP the following to each such Stockholderinformation: (a) as soon as available after the end of each month, and in any event within 30 days thereafter, (i) a consolidated, unaudited balance sheet of the Company and its subsidiaries as of the end of such month, (ii) consolidated, unaudited statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries for each month and for the current fiscal year of the Company to date, in each case, prepared in accordance with generally accepted accounting principles, as in effect in the United States of America from time to time (“GAAP”) (subject to normal quarter-end and year-end audit adjustments, the absence of notes thereto and normal monthly close processes) and (iii) a comparison of the statements delivered pursuant to the preceding clauses (i) and (ii) to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Company’s board of directors (the “Board”); (b) no later than five (5) days after the approval of the following budgets and statements, as applicable, (i) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”) in such manner and form as approved by the Board, which Annual Budget will include at least (x) a projection of income, (y) a projected cash flow statement for each fiscal quarter in the fiscal year to which such Annual Budget applies and (z) a projected balance sheet as of the end of each fiscal quarter during the period to which such Annual Budget applies, in each case, prepared in reasonable detail, with an appropriate presentation and discussion of the principal assumptions upon which such budget and projections are based (clauses (x), (y) and (z), the “Projected Statements”), and (ii) the statement of the chief executive officer or the chief financial officer or an equivalent officer of the Company to the effect that such Annual Budget and Projected Statements are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by BCP that such Projected Statements as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget will be delivered to BCP as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (Bii) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of such fiscal year, year and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries subsidiaries for such year, in each case case, (x) prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and in accordance with GAAP, (y) accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and (z) accompanied by a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; andBoard and a comparison to the figures of the previous fiscal year; (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company year, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (Ai) (x) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (By) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case subsidiaries as of the end of each such quarterly period, period and (B) consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case subsidiaries for such quarterly period and for the current fiscal year to date, in each case case, prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form (ii) a comparison of the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all in reasonable detail and certified by the principal financial or accounting officer of the Company; and (e) if the Company files a Form 12b-25, the delivery of the information and documents contemplated by subsections (c) and (d) above shall be extended from 90 and 45 days, respectively, for such additional number of days until the Company files its Form 10-K or Form 10-Q, respectively, with the Securities and Exchange Commission; provided, that such additional number of days shall not be in excess of the number of days permitted under Exchange Act Rule 12b-25.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1Upon written request, the Company will deliver, or will cause to be delivered, the following to each Sponsor Stockholder (until such Stockholder:time as such Sponsor Stockholder Beneficially Owns less than 5% of the outstanding Class A Common Stock): (i) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board of Directors; (ii) an annual budget, a business plan and financial forecasts for the Company for the fiscal year of the Company (the “Annual Budget”), no later than three business days after the approval thereof by the Board of Directors (but no later than March 31 of such fiscal year), in such manner and form as approved by the Board of Directors, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Sponsor Stockholders as promptly as practicable after such changes have been approved by the Board of Directors; (iii) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A1) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the Board; andBoard of Directors (the “Annual Financial Statements”); (iiiv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A1) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board of Directors, all of the information to be provided pursuant to this Section 7.1(a)(iv) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition to the foregoing, the Company covenants and agrees to provide periodic updates to each Sponsor Stockholder during the course of the preparation of the Annual Budget and to keep the Sponsor Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in this Section 7.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (x) providing the financial statements of any wholly owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (y) in the case of Section 7.1(a)(iii) and Section 7.1(a)(iv), filing such financial statements of the Company or any wholly owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (x), as applicable, with the SEC on the Electronic Data Gathering, Analysis, and Retrieval system (XXXXX) or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 7.1(a)(i), Section 7.1(a)(iii) and Section 7.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Sponsor Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following information set forth in clauses (c) and (d) to each Stockholder (unless otherwise specified in such Stockholderclause) and the information listed in clause (a) and (b) to the Principal Investors (until such time as any such Principal Investor shall cease to own any shares of Common Stock) and any Transferee of a Xxxx Investor, Carlyle Investor or CD&R Investor which holds shares of Common Stock that constitute at least 25% of the Original Shares of the Xxxx Investors, Carlyle Investors or CD&R Investors, as applicable: (ia) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s business plan then in effect and approved by the Board; (b) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of the Company (the “Annual Budget”), no later than 30 days before the beginning of the Company’s next fiscal year, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of the chief executive officer or chief financial officer or equivalent officer of the Company to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Company for the respective periods covered thereby; it being recognized by such holders that such budgets and projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Stockholders as promptly as practicable after such changes have been approved by the Board; (c) as soon as available after the end of each fiscal year of the Company Company, and in any event within ninety (90) 90 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and, solely to the Principal Investors and their Affiliates who are Stockholders, a Company-prepared comparison to the Company’s business plan Annual Budget for such year as approved by the BoardBoard (the “Annual Financial Statements”); and (iid) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company Company, and in any event within forty-five (45) 45 days thereafter (or such earlier date by which such information is required to be filed pursuant to the Exchange Act)thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) if the financial statements described in (A) are not required to be filed pursuant to the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case Subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s business plan Annual Budget then in effect as approved by the Board Board, all of the information to be provided pursuant to this Section 2.5(d) in reasonable detail and certified by the principal financial or accounting officer of the Company; provided, however, that any comparisons of the Company’s Annual Budget shall be delivered solely to the Principal Investors and their Affiliates who are Stockholders. (e) Notwithstanding anything to the contrary in Sections 2.5(c) and (d), the Company may satisfy its obligations thereunder (other than its obligations to provide certain information only to the Principal Investors and their Affiliates who are Stockholders) by (A) providing the financial statements of any wholly-owned Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (B) filing such financial statements of the Company or any wholly-owned Subsidiary of the Company whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission on XXXXX or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Sections 2.5(c) and (d) shall be satisfied so long as it transmits such materials to the Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. (a) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the The Company will deliver, or will cause to be delivered, the following information to (x) each Strategic Investor for so long as (1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such StockholderStrategic Investor has a Percentage Interest equal to at least 2%, or in the case of BHN, has a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), and (y) each other Equityholder for so long as such Equityholder has the right to nominate at least one Director under Section 2.1: (i) as soon as available (and in any event within 90 days) after the end of each fiscal year of the Company and in any event within ninety (90) days thereafter (or such the earlier date by which such the information is required to be filed pursuant to under the Exchange Act), , (A) (1) the annual financial statements required to be filed by the Company pursuant to under the Exchange Act and a reasonably detailed comparison to the Company’s business plan for that fiscal year as approved by the Board and certified by the principal financial or accounting officer of the Company, or (B2) if the financial statements described in (A1) are not required to be filed pursuant to under the Exchange Act, a an audited consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of such the fiscal year, and audited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such that year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a reasonably detailed comparison to the Company’s business plan for such that year as approved by the BoardBoard and certified by the principal financial or accounting officer of the Company; and (B) with respect to the LLC, an audited consolidated balance sheet of the LLC and its Subsidiaries, in each case as of the end of the fiscal year, and audited consolidated statements of income, retained earnings and cash flows of the LLC and its Subsidiaries for that year, in each case prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the LLC; (ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) 45 days thereafter (or such the earlier date by which such the information is required to be filed pursuant to under the Exchange Act), (A) (1) the quarterly financial statements required to be filed by the Company pursuant to under the Exchange Act and a reasonably detailed comparison to the Company’s business plan for the current fiscal year to date as approved by the Board and certified by the principal financial or accounting officer of the Company, or (B2) if the financial statements described in (A1) are not required to be filed pursuant to under the Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries, in each case as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries, in each case for such that period and for the current fiscal year to date, in each case prepared in accordance with GAAP (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a reasonably detailed comparison to the Company’s business plan then in effect as approved by the Board and certified by the principal financial or accounting officer of the Company in reasonable detail and certified by the principal financial or accounting officer of the Company.; and