Common use of Available Financial Information Clause in Contracts

Available Financial Information. Upon written request, Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such 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 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 (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 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 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 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 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 Company, and in any event within 90 days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of Company and its subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of 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 accompanied by the opinion of independent public accountants of recognized national standing selected by Company, and a Company-prepared comparison to Company’s Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of Company, and in any event within 45 days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of Company and its subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to Company’s 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. Upon written request(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 Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):Stockholder: (i) as soon as available after the end of each month fiscal year of the Company and in any event within 30 ninety (90) days thereafter, a consolidated balance sheet of Company and its subsidiaries as of the end of thereafter (or 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 earlier date by which such information is required 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 be filed pursuant 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”Exchange Act), 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 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 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 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 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 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 Annual Budget business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of Company, the Company and in any event within 45 forty-five (45) days thereafterthereafter (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 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 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 the absence of notes theretoadjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and a comparison to the Company’s Annual Budget business plan 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 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) Upon the written requestrequest of such Stockholder, the Company will deliver, or will cause to be delivered, the information set forth in clauses (iii) and (iv) to each Carlyle requesting Stockholder and, and upon the written request of any Principal Investor, the information listed in clause (i) and (ii) to such Principal 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 Carlyle Stockholder and its Affiliates shall cease to own any Shares):shares of Common Stock: (i) as soon as available after the end of each month and in any event within 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (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 three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 DirectorsBoard; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (iv) 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget then in effect as approved by the Board of DirectorsBoard, 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 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. Upon written requestrequest of an Xxxxxxx Stockholder, the Company will deliver, or will cause to be delivered, to each Carlyle such Xxxxxxx Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):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 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 Xxxxxxx Stockholders as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Company, the Company and (iii) a Company-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivd) 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 45 days thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments 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 to Company’s the Annual Budget then in effect as approved by the Board of DirectorsBoard, all of the information to be provided pursuant to this Section 4.1(a)(iv2.2(d) 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. . (e) Notwithstanding anything to the contrary in Section 4.1(aSections 2.2(c) and (d), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied to the extent that such information is provided (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (Ai) providing the financial statements of any wholly-owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (Bii) 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 Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ai), 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 Section 4.1(a)(i), Section 4.1(a)(iiiSections 2.2(c) and Section 4.1(a)(iv), (d) shall be satisfied so long as it transmits such materials to the requesting Carlyle 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. Upon written requestrequest of the CD&R Investors, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the CD&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 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 Carlyle Stockholders CD&R Investors as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Company, the Company and (iii) a Company-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivd) 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 45 days thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments 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 to Company’s the Annual Budget then in effect as approved by the Board of DirectorsBoard, all of the information to be provided pursuant to this Section 4.1(a)(iv2.2(d) 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. . (e) Notwithstanding anything to the contrary in Section 4.1(aSections 2.2(c) and (d), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied to the extent that such information is provided (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (Ai) providing the financial statements of any wholly-owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (Bii) 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 Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ai), 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 Section 4.1(a)(i), Section 4.1(a)(iiiSections 2.2(c) and Section 4.1(a)(iv), (d) shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders 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. Upon written request(a) The Company and, Company for so long as it continues to prepare separate financial statements, PanAmSat, will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such time as such Carlyle Stockholder and its Affiliates shall cease to own any Shares):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 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries 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 subsidiariesSubsidiaries 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 Board; or the board of Directors;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 (the “Annual Budget”)and PanAmSat, respectively, no later than three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s or PanAmSat’s next fiscal year), in such manner and form as approved by the Board or the board of Directorsdirectors 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 Annual Budget business plan shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board or the board of DirectorsPanAmSat, as the case may be; (iii) as soon as available after the end of each fiscal year of Companythe Company and PanAmSat, as applicable, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by the Company and PanAmSat pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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 Companythe Company and PanAmSat, as applicable, and a Company-Company- or PanAmSat-, as applicable, prepared comparison to the Company’s Annual Budget or PanAmSat’s business plan for such year as approved by the Board or the board of Directors (the “Annual Financial Statements”)directors of PanAmSat, as applicable; and (iv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of Companythe Company and PanAmSat, as applicable, and in any event within 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by the Company and PanAmSat pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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 adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget and PanAmSat’s, as applicable, business plan then in effect as approved by the Board or the board of Directorsdirectors of PanAmSat, as applicable, 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)PanAmSat, 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. Upon written requestrequest of the PEP Investor, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder the PEP Investor or its designated Representative, for so long as the PEP Investor has the right pursuant to Section 2.1(a) to designate at least one (until such time as such Carlyle Stockholder shall cease to own any Shares):1) PEP Designee: (ia) as soon as available after the end of each month month, and in any event within 30 thirty (30) days thereafter, a an unaudited consolidated balance sheet of the Company and its subsidiaries Subsidiaries as of the end of such month and consolidated statements of operations, income, operations and comprehensive income and cash flows, retained earnings and stockholders’ equity flows of the Company and its subsidiariesSubsidiaries, 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. 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 Directors;the date of this Agreement by the date described in the first sentence hereof; and (iib) an annual budget, a business plan and financial forecasts for the Company for the 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 three sixty (360) business days after the approval thereof by end of the Board of Directors (but no later than March 31 of such Company’s immediately preceding fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 the 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 periods covered by them may differ from the projected results. Any material changes in such Annual Budget shall be delivered to the Carlyle Stockholders PEP Investor 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 Company pursuant to the Exchange Act or (B) a consolidated balance sheet of Company and its subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of 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 accompanied by the opinion of independent public accountants of recognized national standing selected by Company, and a Company-prepared comparison to Company’s Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of Company, and in any event within 45 days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of Company and its subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to Company’s 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 periodsBoard.

Available Financial Information. Upon written requestrequest of the Stockholders, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the Stockholders 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 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Company, the Company and (iii) a Company-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivd) 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 45 days thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments 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 to Company’s the Annual Budget then in effect as approved by the Board of DirectorsBoard, all of the information to be provided pursuant to this Section 4.1(a)(iv2.2(d) 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. . (e) Notwithstanding anything to the contrary in Section 4.1(aSections 2.2(c) and (d), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied to the extent that such information is provided (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (Ai) providing the financial statements of any wholly-owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (Bii) 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 Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ai), 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)(iiiSections 2.2(c) and Section 4.1(a)(iv), (d) 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. Upon written request, (a) The Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder Silver Lake Director (until such time as such Carlyle Stockholder shall cease or, if no Silver Lake Directors are then serving on the Board, 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 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 (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 Company’s business plan then in effect and approved by the Board of Directors; (ii) Silver Lake): an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of Company (the “Annual Budget”)Company, no later than three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company's next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 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 business plan shall be delivered to the Carlyle Stockholders Silver Lake Directors or Silver Lake, as the case may be, as promptly as practicable after such changes have been approved by the Board of Directors;Board. (iiib) 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, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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) 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 Annual Budget 's business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivii) as soon as available 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget 's business plan then in effect as and approved by the Board of DirectorsBoard, subject to changes resulting from normal year-end audit adjustments, 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 4.1(a), Company’s obligations thereunder shall be deemed satisfied to the extent except 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 need not contain 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 periodsnotes required by GAAP.

Available Financial Information. Upon written requestFor so long as the Company is not a reporting issuer under the Exchange Act or, if having been such a reporting issuer, it shall cease to be such a reporting issuer or for so long as the Company will shall fail to comply with its reporting obligations under the Exchange Act, the Company shall, to the extent that the Investor beneficially owns any of the Shares or Common Stock, deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the Investor: (ia) as soon as available after the end of each month and in any event within 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 (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 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 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 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 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, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated and consolidating balance sheet sheets of the Company and its subsidiaries 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, 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 Company-prepared comparison to Company’s Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (ivb) as soon as available 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 45 forty-five (45) days thereafterafter the end of each such period, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet sheets of the Company and its subsidiaries 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and year, subject to Company’s Annual Budget then in effect as approved by the Board of Directorschanges resulting form normal year-end audit adjustments, 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 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. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such 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 stockholdersshareholders’ 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 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 (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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP IFRS (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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 4.1(a5.1(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)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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)(i5.1(a)(i), Section 4.1(a)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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. Upon written requestSo long as any Principal Stockholder and its respective Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, the Company will deliver, or will cause to be delivered, upon written request, to each Carlyle such Principal Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the following information: (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 of DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, which shall 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 budgets budget and projections are based, which shall 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 shall will be delivered to the Carlyle Stockholders such Principal Stockholder as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (Bii) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivd) 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 45 days thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (Bii) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget then in effect as approved by the Board of DirectorsBoard, 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 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. Upon written requestrequest of the CD&R Investor, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the CD&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 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 Carlyle Stockholders CD&R Investor as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Company, the Company and (iii) a Company-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivd) 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 45 days thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments 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 to Company’s the Annual Budget then in effect as approved by the Board of DirectorsBoard, all of the information to be provided pursuant to this Section 4.1(a)(iv2.2(d) 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. . (e) Notwithstanding anything to the contrary in Section 4.1(aSections 2.2(c) and (d), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied to the extent that such information is provided (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (Ai) providing the financial statements of any wholly-owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (Bii) 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 Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ai), 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 Section 4.1(a)(i), Section 4.1(a)(iiiSections 2.2(c) and Section 4.1(a)(iv), (d) shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders 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. Upon written requestrequest of the CD&R Investor, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the CD&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 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 CD&R Investor as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, (Ai) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Company, the Company and (iii) a Company-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivd) 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 45 days thereafter, (Ai) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (Bii) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments 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 to Company’s the Annual Budget then in effect as approved by the Board of DirectorsBoard, all of the information to be provided pursuant to this Section 4.1(a)(iv2.2(d) 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. . (e) Notwithstanding anything to the contrary in Section 4.1(aSections 2.2(c) and (d), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied to the extent that such information is provided (other than its obligations under Sections 2.2(c)(iii) and 2.2(d)(iii)) by (Ai) providing the financial statements of any wholly-owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (Bii) 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 Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ai), 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 Section 4.1(a)(i), Section 4.1(a)(iiiSections 2.2(c) and Section 4.1(a)(iv), (d) shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders 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. Upon written request, The Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):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 available after the end of each month and in any event within 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 (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 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 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 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 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, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated an unaudited unconsolidated balance sheet of the Company and its subsidiaries 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, 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 Company-prepared comparison to Company’s Annual Budget for except that such year as approved financial statements need not contain the notes required by the Board of Directors (the “Annual Financial Statements”)GAAP; and (ivii) as soon as available 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated an unaudited unconsolidated balance sheet of the Company and its subsidiaries 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and year, subject to Company’s Annual Budget then in effect as approved by the Board of Directorschanges resulting from normal year-end audit adjustments, 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, except that such financial statements need not contain the notes required by GAAP. In addition If the Company ceases to be a public reporting company under the foregoingExchange Act or shall fail to comply with its reporting obligations under Exchange Act, the Company covenants and agrees will deliver, or will cause to provide periodic updates be delivered, to each Carlyle Stockholder during the course Equity Purchaser, the senior member of the preparation Equity Purchaser, the Trust Preferred Purchaser and the shareholder of the Annual Budget Trust Preferred Purchaser: (i) as soon as practicable after the end of each fiscal year of the Company, and to keep in any event within ninety (90) days thereafter, a consolidated balance sheet of the Carlyle Stockholders reasonably informed Company and its Subsidiaries as to of the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its progressSubsidiaries for such year, status prepared in accordance with GAAP and setting forth in each case in comparative form the budgeted items set forth therein. Notwithstanding anything to figures for the contrary previous fiscal year, all in Section 4.1(a), Company’s obligations thereunder shall be deemed satisfied reasonable detail and followed promptly thereafter (to the extent that such information is provided not available) by (A) providing the financial statements of any wholly-owned subsidiary of Company to the extent such financial statements reflect accompanied by the entirety report of independent public accountants of recognized national standing selected by the Company; and (ii) as soon as practicable after the end of the operations first, second and third quarterly accounting periods in each fiscal year of the business 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 (B) in accounting officer of the case of Section 4.1(a)(iii) and Section 4.1(a)(iv)Company, filing except that such financial statements of Company or any wholly-owned subsidiary of Company whose financial statements satisfy need not contain 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 periodsnotes required by GAAP.

Available Financial Information. Upon written request, (a) The Company will deliver, or will cause to be delivered, the following information to (x) each Carlyle Stockholder Strategic Investor for so long as (until 1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such time 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 so long as such Carlyle Stockholder shall cease Equityholder has the right to own any Shares):nominate at least one Director under Section 2.1: (i) as soon as available after the end of each month (and in any event within 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 (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 Company’s business plan then in effect and approved by the Board of Directors; (ii90 days) 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 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 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 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 Company, and in any event within 90 days thereafter, the Company (or the earlier date by which the information is required to be filed 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) a if the financial statements described in (1) are not required to be filed under the Exchange Act, an audited consolidated balance sheet of the Company and its subsidiaries 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 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 Company-prepared reasonably detailed comparison to the Company’s Annual Budget business plan for such that year as approved by the Board and certified by the principal financial or accounting officer of Directors (the “Annual Financial Statements”)Company; and (ivB) 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 Company, the Company and in any event within 45 days thereafter(or the earlier date by which the information is required to be filed 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 (1) are not required to be filed under the Exchange Act, a consolidated balance sheet of the Company and its subsidiaries 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 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 the absence of notes theretoadjustments) 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 Annual Budget business plan then in effect as approved by the Board of Directors, all and certified by the principal financial or accounting officer of the information to be provided pursuant to this Section 4.1(a)(iv) Company 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 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.; and

Available Financial Information. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder Shareholder (until such time as such Carlyle Stockholder 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 stockholdersshareholders’ 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 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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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 Shareholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders 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 Stockholders Shareholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. Upon written request, (a) The Company will deliver, or will cause to be delivered, the following information to (x) each Carlyle Stockholder Strategic Investor for so long as (until 1) the Strategic Investor Group has the right to nominate at least one Director under Section 2.1 and (2) such time 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 so long as such Carlyle Stockholder shall cease Equityholder has the right to own any Shares):nominate at least one Director under Section 2.1: (i) as soon as available after the end of each month (and in any event within 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 (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 Company’s business plan then in effect and approved by the Board of Directors; (ii90 days) 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 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 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 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 Company, and in any event within 90 days thereafter, the Company (or the earlier date by which the information is required to be filed 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) a if the financial statements described in (1) are not required to be filed under the Exchange Act, an audited consolidated balance sheet of the Company and its subsidiaries 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 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 Company-prepared reasonably detailed comparison to the Company’s Annual Budget business plan for such that year as approved by the Board and certified by the principal financial or accounting officer of Directors (the “Annual Financial Statements”)Company; and (ivB) 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 Company, the Company and in any event within 45 days thereafter, (or the earlier date by which the information is required to be filed 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 (1) are not required to be filed under the Exchange Act, a consolidated balance sheet of the Company and its subsidiaries 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 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 the absence of notes theretoadjustments) 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 Annual Budget business plan then in effect as approved by the Board of Directors, all and certified by the principal financial or accounting officer of the information to be provided pursuant to this Section 4.1(a)(iv) Company in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition ; and (B) with respect to LLC, a consolidated balance sheet of LLC and its Subsidiaries, in each case as of the foregoingend 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 provide periodic updates deliver to each Carlyle Stockholder during (x) a Strategic Investor for so long as (1) the course of Strategic Investor Group has the preparation of the Annual Budget right to nominate at least one Director under Section 2.1 and (2) such Strategic Investor has a Percentage Interest equal to keep the Carlyle Stockholders reasonably informed as to its progressat least 2%, 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)(ivBHN, 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), filing and (y) each other Equityholder for as long as such financial statements 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 wholly-owned subsidiary of Company whose financial statements satisfy the requirements of clause (A)its Subsidiaries under any credit agreement or otherwise, as applicablefrom 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 Securities business of the Company 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 periodsLLC.

Available Financial Information. Upon written request, (a) The Company will deliver, or will cause to be delivered, shall deliver the following to each Carlyle Stockholder (until such time as such Carlyle Stockholder and its Affiliates shall cease to beneficially own any Shares):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 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, 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 of DirectorsBoard; (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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 business plan shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iii) as soon as available after the end of each fiscal year of the 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) a consolidated balance sheet of the Company and its subsidiaries 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 Company, the Company and a Company-Company prepared comparison to the Company’s Annual Budget business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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 the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to Company’s Annual Budget the business plan then in effect as approved by the Board of DirectorsBoard, 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 The reporting obligations set forth therein. Notwithstanding anything to the contrary in Section 4.1(a), Company’s obligations thereunder Sections 2.4(a)(iii) and 2.4(a)(iv) 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 automatically satisfied so long as it transmits such materials the Company timely files its quarterly and annual reports with the SEC pursuant to the requesting Carlyle Stockholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periodsExchange Act.

Available Financial Information. Upon written request, The Company will deliver, or will cause to be delivered, the information set forth in clauses (c) and (d) to each Carlyle Stockholder (unless otherwise specified in such clause) and the information listed in clause (a) and (b) to the Principal Investors (until such time as any such Carlyle Stockholder Principal Investor shall cease to own any Shares):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 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 subsidiariesSubsidiaries, 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 DirectorsBoard; (iib) 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 three (3) business 30 days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the 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) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (ivd) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget then in effect as approved by the Board of DirectorsBoard, all of the information to be provided pursuant to this Section 4.1(a)(iv2.5(d) in reasonable detail and certified by the principal financial or accounting officer of the Company. In addition ; provided, however, that any comparisons of the Company’s Annual Budget shall be delivered solely to the foregoing, the Company covenants Principal Investors 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. their Affiliates who are Stockholders. (e) Notwithstanding anything to the contrary in Section 4.1(aSections 2.5(c) and (d), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied (other than its obligations to provide certain information only to the extent that such information is provided Principal Investors and their Affiliates who are Stockholders) by (A) providing the financial statements of any wholly-owned subsidiary 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 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)(iiiSections 2.5(c) and Section 4.1(a)(iv), (d) 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. Upon written requestSo long as BCP and its Affiliates (as defined in Section 4) collectively beneficially owns at least 10% of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), the Company will deliver, or will cause to be delivered, upon written request, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):BCP the following information: (ia) as soon as available after the end of each month month, and in any event within 30 days thereafter, (i) a consolidated consolidated, unaudited balance sheet of the Company and its subsidiaries as of the end of such month and consolidated month, (ii) consolidated, unaudited statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its subsidiaries, subsidiaries for each month and for the current fiscal year of the Company to date, in each case, prepared in accordance with GAAP 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 and adjustments, the absence of notes thereto), together with thereto and normal monthly close processes) and (iii) a comparison of such 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 Board Company’s board of Directorsdirectors (the “Board”); (iib) 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”), 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 DirectorsBoard, which shall Annual Budget will include at least (x) a projection of income and income, (y) a projected cash flow statement for each fiscal quarter in such the fiscal year to which such Annual Budget applies and (z) a projected balance sheet as of the end of each fiscal quarter in during the period to which such fiscal yearAnnual Budget applies, in each case case, prepared in reasonable detail, with an appropriate presentation and discussion of the principal assumptions upon which such budgets budget and projections are basedbased (clauses (x), which shall be accompanied by (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 budget Annual Budget and projections 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 such holders BCP that such budgets and projections 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 shall will be delivered to the Carlyle Stockholders BCP as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iiic) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days 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) a consolidated balance sheet of the Company and its 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 for such year, in each 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 Annual Budget for such year as approved by the Board and a comparison to the figures of Directors (the “Annual Financial Statements”); andprevious fiscal year; (ivd) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of Companyyear, and in any event within 45 days thereafter, (Ai) (x) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (By) (A) a consolidated balance sheet of the Company and its 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 for such quarterly 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 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 to the Company’s Annual Budget then in effect as approved by the Board of DirectorsBoard, 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 ; and (e) if the foregoingCompany files a Form 12b-25, the Company covenants and agrees to provide periodic updates to each Carlyle Stockholder during the course delivery of the preparation of the Annual Budget information and to keep the Carlyle Stockholders reasonably informed as to its progress, status documents contemplated by subsections (c) and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a), Company’s obligations thereunder (d) above shall be deemed satisfied to extended from 90 and 45 days, respectively, for such additional number of days until the extent that such information is provided by (A) providing the financial statements of any whollyCompany files its Form 10-owned subsidiary of Company to the extent such financial statements reflect the entirety of the operations of the business K or (B) in the case of Section 4.1(a)(iii) and Section 4.1(a)(iv)Form 10-Q, filing such financial statements of Company or any wholly-owned subsidiary of Company whose financial statements satisfy the requirements of clause (A), as applicablerespectively, 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)Commission; provided, 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 additional number of days shall not be received after in excess of the expiration number of such periodsdays permitted under Exchange Act Rule 12b-25.

Available Financial Information. Upon written request, the Company will deliver, or will cause to be delivered, to each the Carlyle Stockholder and the GIC Stockholder (until such time as such Carlyle Stockholder shall cease to own any SharesRegistrable 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 (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 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 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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Directors; and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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)(iv5.1(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 the Carlyle Stockholder and the GIC Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders Stockholder and the GIC Stockholder reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a5.1(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)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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)(i5.1(a)(i), Section 4.1(a)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders 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. Upon written request, (a) The Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such time as such Carlyle Stockholder and its Affiliates shall cease to own any Shares):shares of Common Stock: (i) as soon as available after the end of each month and in any event within 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries 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 subsidiariesSubsidiaries, 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 Company’s business plan then in effect and approved by the Board of Directorsyear; (ii) an a proposed (which may not be in final form) annual budget, budget and a business plan and financial forecasts for the Company for the next fiscal year of Company (the “Annual Budget”)Company, no later than three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 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 business plan shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Annual Budget business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (iv) 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget business plan then in effect as approved by the Board of DirectorsBoard, 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 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. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder Shareholder (until such time as such Carlyle Stockholder 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 stockholdersshareholders’ 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 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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in US-DOCS\120152113.5 accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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 Shareholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders 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 Stockholders Shareholders within the time periods specified therein, notwithstanding that such materials may actually be received after the expiration of such periods.

Available Financial Information. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such 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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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 4.1(a5.1(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)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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)(i5.1(a)(i), Section 4.1(a)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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. Upon the written requestrequest of (i) PESC Company (until such time as the Principal Stockholders shall cease to beneficially own at least 10% of the voting power of all of the outstanding shares of Common Stock) or (ii) the Carlyle Stockholders (until such time as the Carlyle Shares shall cease to represent at least 10% of the voting power of all of the outstanding shares of Common Stock), Company the Corporation will deliver, or will cause to be delivered, to each PESC Company or the Carlyle Stockholder (until such time Stockholders, as such Carlyle Stockholder shall cease to own any Shares):the case may be: (i) as soon as available after the end of each month and in any event within 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 (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 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 the Corporation for the fiscal year of Company 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 Chief Executive Officer or chief financial officer Chief Financial Officer or equivalent officer of Company 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 Company the Corporation for the respective periods covered thereby; it being recognized by such holders 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. Any 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 Stockholders, as applicable, as promptly as practicable after such changes have been approved by the Board of Directors; (iiiii) as soon as available after the end of each fiscal year of Companythe Corporation, and in any event within 90 days thereafter, (A) the annual financial statements required to be filed by Company the Corporation pursuant to the Exchange Act or (B) a consolidated balance sheet of Company the Corporation and its subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of Company the Corporation 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 accompanied by the opinion of independent public accountants of recognized national standing selected by Companythe Corporation, and a CompanyCorporation-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iviii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of Companythe Corporation, and in any event within 45 days thereafter, (A) the quarterly financial statements required to be filed by Company the Corporation pursuant to the Exchange Act or (B) a consolidated balance sheet of Company the Corporation and its subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of Company the Corporation and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to Company’s the 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)(iv5.1(a)(iii) in reasonable detail and certified by the principal financial or accounting officer of Companythe Corporation. 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 each PESC Company or the Carlyle Stockholder 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 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 4.1(a5.1(a), Companythe 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-wholly owned subsidiary of Company the Corporation 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)(iii5.1(a)(ii) and Section 4.1(a)(iv5.1(a)(iii), filing such financial statements of Company the Corporation or any wholly-wholly owned subsidiary of Company the Corporation whose financial statements satisfy the requirements of clause (A), as applicable, with the Securities and Exchange Commission SEC on XXXXX or in such other manner as makes them publicly available. CompanyThe Corporation’s obligation to furnish the materials described in Section 4.1(a)(i), Section 4.1(a)(iii5.1(a)(ii) and Section 4.1(a)(iv5.1(a)(iii), shall be satisfied so long as it the Corporation transmits such materials to PESC Company or the requesting Carlyle Stockholders 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. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Sponsor Stockholder (until such time as such Carlyle Sponsor Stockholder shall cease to own any SharesBeneficially 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 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 subsidiariesSubsidiaries, 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 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, and in any event within 90 days thereafter, (A1) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and; (iv) 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 45 days thereafter, (A1) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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)(iv7.1(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 Sponsor Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Sponsor Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a7.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (Ax) providing the financial statements of any wholly-wholly owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (By) in the case of Section 4.1(a)(iii7.1(a)(iii) and Section 4.1(a)(iv7.1(a)(iv), filing such financial statements of the Company or any wholly-wholly owned subsidiary Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ax), as applicable, with the Securities SEC on the Electronic Data Gathering, Analysis, and Exchange Commission on XXXXX Retrieval system (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)(i7.1(a)(i), Section 4.1(a)(iii7.1(a)(iii) and Section 4.1(a)(iv7.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle 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. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Sponsor Stockholder (until such time as such Carlyle Sponsor Stockholder shall cease to own any SharesBeneficially 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 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 subsidiariesSubsidiaries, 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 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, and in any event within 90 days thereafter, (A1) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and; (iv) 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 45 days thereafter, (A1) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B2) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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)(iv7.1(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 Sponsor Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Sponsor Stockholders reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in this Section 4.1(a7.1(a), the Company’s obligations thereunder shall be deemed satisfied to the extent that such information is provided by (Ax) providing the financial statements of any wholly-wholly owned subsidiary Subsidiary of the Company to the extent such financial statements reflect the entirety of the operations of the business or (By) in the case of Section 4.1(a)(iii7.1(a)(iii) and Section 4.1(a)(iv7.1(a)(iv), filing such financial statements of the Company or any wholly-wholly owned subsidiary Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ax), as applicable, with the Securities SEC on the Electronic Data Gathering, Analysis, and Exchange Commission on XXXXX Retrieval system (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)(i7.1(a)(i), Section 4.1(a)(iii7.1(a)(iii) and Section 4.1(a)(iv7.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle 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. Upon written requestFor so long as the Company is ------------------------------------------- not a reporting issuer under the Exchange Act or, if having become such a reporting issuer, it shall cease to be such a reporting issuer or for so long as the Company will shall fail to comply with its reporting obligations under the Exchange Act, the Company shall, to the extent that Enron or any Holder beneficially owns any of the Securities, deliver, or will cause to be delivered, to Enron and each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):Holder: (ia) as soon as available after the end of each month and in any event within 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 (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 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 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 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 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, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated and consolidating balance sheet sheets of the Company and its subsidiaries 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, 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 Company-prepared comparison to Company’s Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (ivb) as soon as available 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 45 forty-five (45) days thereafterafter the end of each such period, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet sheets of the Company and its subsidiaries 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and year, subject to Company’s Annual Budget then in effect as approved by the Board of Directorschanges resulting from normal year-end audit adjustments, 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 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. Upon written request, (a) The Company will deliver, or will cause to be delivered, the information set forth in clauses (iii) and (iv) to each Carlyle 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 time as such Carlyle Stockholder and its Affiliates shall cease to own any Shares):shares of Common Stock: (i) as soon as available after the end of each month and in any event within 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries 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 subsidiariesSubsidiaries, 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 's business plan then in effect and approved by the Board of DirectorsBoard; (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 three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company's next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 DirectorsBoard; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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, 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 's Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 's Annual Budget then in effect as approved by the Board of DirectorsBoard, 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 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. Upon written request, (a) The Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):holder of Series C Preferred Stock: (i) as soon as available practical after the end of each month and in any event within 30 days thereafterthe time specified in the Credit Agreement, a consolidated balance sheet of the Company and its subsidiaries Subsidiaries as of the end of such month and consolidated statements of operations, income, income and cash flows, retained earnings and stockholders’ equity flows of the Company and its subsidiariesSubsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (all subject to normal year-end audit adjustments adjustments, prepared in accordance with GAAP and certified by the absence principal financial or accounting officer of notes thereto)the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s 's business plan then in effect and approved by the Board of DirectorsBoard; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of Company (the “Annual Budget”)Company, no later than three forty- five (345) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company's next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 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 business plan shall be delivered to the Carlyle Stockholders 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 of Directors;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 available practicable after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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) 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 Annual Budget 's business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivii) as soon as available 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget 's business plan then in effect as and approved by the Board of DirectorsBoard, subject to changes resulting from normal year-end audit adjustments, 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, 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. In addition to 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 covenants by one or more Series C Stockholders in response to a questionnaire or similar inquiry distributed by the Company to its directors, officers and agrees to provide periodic updates to each Carlyle Stockholder during the course of stockholders in connection with the preparation of the Annual Budget any such disclosure document or announcement. The reasonable comments and proposed changes to keep the Carlyle Stockholders reasonably informed as to its progressany such disclosure provided by any Series C Stockholder will be incorporated into any such report, status and the budgeted items set forth therein. Notwithstanding anything proxy statement, registration statement or announcement prior 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 filing 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 periodsdissemination thereof.

Available Financial Information. Upon written request, the Company will deliver, or will cause to be delivered, to each the Carlyle Stockholder and the GIC Stockholder (until such time as such Carlyle Stockholder shall cease to own any SharesRegistrable 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 (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 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 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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Directors; and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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)(iv5.1(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 the Carlyle Stockholder during the course of the preparation of the Annual Budget and to keep the Carlyle Stockholders Stockholder reasonably informed as to its progress, status and the budgeted items set forth therein. Notwithstanding anything to the contrary in Section 4.1(a5.1(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)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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)(i5.1(a)(i), Section 4.1(a)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(a)(iv), shall be satisfied so long as it transmits such materials to the requesting Carlyle Stockholders 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. Upon written requestIf 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 each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):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 available practicable after the end of each month fiscal year of the Company, and in any event within 30 ninety (90) 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 Company and its subsidiaries, for each month and for the current fiscal year of 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 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 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 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 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 Company, and in any event within 90 days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of Company and its subsidiaries 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 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 opinion report of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to Company’s Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (ivii) as soon as available 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and year, subject to Company’s Annual Budget then in effect as approved by the Board of Directorschanges resulting from normal year-end audit adjustments, 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 4.1(a), Company’s obligations thereunder shall be deemed satisfied to the extent except 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 need not contain 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 periodsnotes required by GAAP.

Available Financial Information. Upon written request, (a) The Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such time as such Carlyle Stockholder and its Affiliates shall cease to own any Shares):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 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries 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 subsidiariesSubsidiaries, 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 of DirectorsBoard; (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of Company (the “Annual Budget”)Company, no later than three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company’s next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 business plan shall be delivered to the Carlyle Stockholders as promptly as practicable after such changes have been approved by the Board of DirectorsBoard; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Annual Budget business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (iv) 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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 the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget business plan then in effect as approved by the Board of DirectorsBoard, 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 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) Upon written requestrequest of the Stockholders, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the Stockholders or their designated Representatives: (i) as soon as available after the end of each month and in any event within 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries Subsidiaries as of the end of such month and a consolidated statements statement of operations, income, cash flows, retained earnings and stockholders’ equity operations of the Company and its subsidiariesSubsidiaries, 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 approved (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 of Directorson 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”), no later than three as soon as practicable, and in any event within five (35) business days Business Days , after approval of 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 DirectorsBoard, which shall include at least a projection of income and a projected cash flow statement of operations 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 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 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 Carlyle Stockholders as promptly as practicable following the close of the most recent fiscal quarter after such changes have been approved by the Board of DirectorsBoard; (iii) as soon as available after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (Ax) the annual financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (By) a consolidated balance sheet of the Company and its subsidiaries 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, 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 Company, the Company and (z) a Company-prepared comparison to Company’s the Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (iv) 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 45 forty-five (45) days thereafter, (Ax) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or Act, (By) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments 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 Company’s the Annual Budget then in effect for such year as approved by the Board of Directors, all of the information to be provided pursuant to this Section 4.1(a)(ivBoard. (b) 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(aSections 3.1(a)(iii) and (a)(iv), Company’s the Company may satisfy its obligations thereunder shall be deemed satisfied to the extent that such information is provided by (Ai) providing the financial statements of any wholly-owned subsidiary Subsidiary of the Company to the extent that such financial statements reflect the entirety of the operations of the business or (Bii) 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 Subsidiary of the Company whose financial statements satisfy the requirements of clause (Ai), 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. Upon written requestIn the event that the Company ceases to be a reporting issuer under the Exchange Act, then for so long as the Company will is not a reporting issuer or for so long as the Company shall fail to comply with its reporting obligations under the Exchange Act, the Company shall, to the extent that the Investor beneficially owns any of the Shares or Common Stock, deliver, or will cause to be delivered, to each Carlyle Stockholder (until such time as such Carlyle Stockholder shall cease to own any Shares):the Investor: (ia) as soon as available after the end of each month and in any event within 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 (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 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 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 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 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, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated and consolidating balance sheet sheets of the Company and its subsidiaries 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, 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 Company-prepared comparison to Company’s Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (ivb) as soon as available 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 45 forty-five (45) days thereafterafter the end of each such period, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet sheets of the Company and its subsidiaries 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and year, subject to Company’s Annual Budget then in effect as approved by the Board of Directorschanges resulting form normal year-end audit adjustments, 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 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. Upon written request, the Company will deliver, or will cause to be delivered, to each Carlyle Stockholder (until such 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, 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) a consolidated balance sheet of the Company and its 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, 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 Annual Budget for such year as approved by the Board of Directors (the “Annual Financial Statements”); and (iv) 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 45 days thereafter, (A) the quarterly financial statements required to be filed by the Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its 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 for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s 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 4.1(a5.1(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)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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)(i5.1(a)(i), Section 4.1(a)(iii5.1(a)(iii) and Section 4.1(a)(iv5.1(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. Upon written request, (a) The Company will ------------------------------- deliver, or will cause to be delivered, the following to each Carlyle Stockholder Investor Director (until such time as such Carlyle Stockholder shall cease or, if no Investor Directors are then serving on the Board, to own any Sharesthe Investor Stockholder): (i) as soon as available practical after the end of each month and in any event within 30 thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries Subsidiaries as of the end of such month and consolidated statements of operations, income, income and cash flows, retained earnings and stockholders’ equity flows of the Company and its subsidiariesSubsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (all subject to normal year-end audit adjustments adjustments, prepared in accordance with GAAP and certified by the absence principal financial or accounting officer of notes thereto)the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s 's business plan then in effect and approved by the Board of Directors;Board; and (ii) an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of Company (the “Annual Budget”)Company, no later than three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company's next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 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 business plan shall be delivered to the Carlyle Stockholders Investor Directors or the Investor Stockholder, as the case may be, as promptly as practicable after such changes have been approved by the Board of Directors;Board. (iiib) 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, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 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) 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 Annual Budget 's business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivii) as soon as available 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget 's business plan then in effect as and approved by the Board of DirectorsBoard, subject to changes resulting from normal year-end audit adjustments, 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 4.1(a), Company’s obligations thereunder shall be deemed satisfied to the extent except 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 need not contain 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 periodsnotes required by GAAP.

Available Financial Information. Upon written request, (i) The Company will deliver, or will cause to be delivered, the following to each Carlyle Stockholder (until such 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 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 (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 Company’s business plan then in effect and approved director designated by the Board of Directors; (ii) Stockholders: an annual budget, a business plan and financial forecasts for the Company for the next fiscal year of Company (the “Annual Budget”)Company, no later than three thirty (330) business days after before the approval thereof by beginning of the Board of Directors (but no later than March 31 of such Company's next fiscal year), in such manner and form as approved by the Board of DirectorsBoard, 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 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 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 business plan shall be delivered to the Carlyle directors designated by the Stockholders as promptly as practicable after the Board has approved such changes have been approved changes. (ii) Within 20 days after the end of each calendar month, the Company will provide each director designated by the Board Stockholders with the interim financial statements of Directors;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: (A) as soon as available practicable after the end of each fiscal year of the Company, and in any event within 90 ninety (90) days thereafter, (A) the annual financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such year, 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 Annual Budget 's business plan for such year as approved by the Board of Directors (the “Annual Financial Statements”)Board; and (ivB) as soon as available 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 45 forty-five (45) days thereafter, (A) the quarterly financial statements required to be filed by Company pursuant to the Exchange Act or (B) a consolidated balance sheet of the Company and its subsidiaries 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 Subsidiaries for such period and for the current fiscal year to datedated, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) U.S. generally accepted accounting principles and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget 's business plan then in effect as and approved by the Board of DirectorsBoard, subject to changes resulting from normal year-end audit adjustments, 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 4.1(a), Company’s obligations thereunder shall be deemed satisfied to the extent except 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 need not contain 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 periodsnotes required by U.S. generally accepted accounting principles.