Common use of Financial Statements; Ratings Change and Other Information Clause in Contracts

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or, if such financial statements are not required to be filed with the SEC, on or before the date that is ninety (90) days after the end of each such fiscal year of the Borroweryear, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 55 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower or, if such financial statements are not required to be filed with the SEC, on or before the date that is forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowersuch quarterly accounting period, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.04 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Material Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; and; (e) promptly after Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt or the corporate rating of the Borrower, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to subsections (a), (b) and (d) of this Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above 5.01 shall be deemed to have been furnished delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information shall have been posted and available on the website of the SEC at hxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by the Borrower to the Administrative Agent on the date that providing notice of such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borroweravailability).

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerParent, its the Parent’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its the Parent’s consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a property report with a list of all Real Property acquired by the Borrower or any of its Subsidiaries since the last quarterly property report and summary operating information for each property, including the Net Operating Income of each property; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of EDR (the Borrower (each, a “Compliance Certificate”), ) in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsB attached hereto; (d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent, the Borrower or any Subsidiary with the Securities and Exchange CommissionCommission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Parent or the Borrower to its shareholders generally, as the case may be; (e) within thirty (30) days after the beginning of each fiscal year, a current consolidated operating budget of the Parent which includes the Borrower and its Subsidiaries (based on the Parent’s good faith estimates and projections) for that fiscal year, including projected sources and uses of funds (including dividend and debt payments); and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any SubsidiaryCredit Party, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing an Approved Auditor (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) (i) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 90 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldings, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, F attached hereto (the “Compliance Certificate”) (i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date thereof and, if a Default or Event of Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the Interest Coverage Ratio and the Total Leverage Ratio for the Measurement Period ending on the last day of the applicable Financial Covenantsfiscal quarter or fiscal year for which such financial statements are being delivered and (iii) if and to the extent that any material change in GAAP that has occurred since the date of the most recent audited financial statements provided in accordance with this Agreement had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Holdings or any Subsidiary of its Subsidiaries with the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto, provided, that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; and (e) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Holdings or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to Section 5.01(a5.1(a) or 5.01(bSection 5.1(b) above and any information required may, upon prior notice to the Administrative Agent, be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which Holdings posts such financial statement information, or other provides a link thereto on Holdings’ and the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx (or any successor page); or (ii) on which such information is posted on the SEC’s website at xxx.xxx.xxx or the website for Holdings’ and the Borrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent and for distribution to each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerCompany (or, if earlier, concurrently with the filing thereof with the Securities and Exchange Commission or any national securities exchange in accordance with applicable law or regulation), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany (or, if earlier, concurrently with the filing thereof with the Securities and Exchange Commission or any national securities exchange in accordance with applicable law or regulation), its unaudited consolidated balance sheet and related unaudited statements of income retained earnings operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsSection 6.07; (d) promptly after the same become publicly availableconcurrently with any delivery of financial statements under clause (a) above, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all a certificate of the functions accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of said Commission, their examination of such financial statements of any Event of Default with respect to Section 6.07 (which certificate may be limited to the extent required by accounting rules or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; andguidelines); (e) promptly after Xxxxx’x, S&P or Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (f) promptly following any request therefor, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended); (g) promptly following any request therefor, such other information regarding the operations, business affairs and or financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative any Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The At any time after the Closing Date, the Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 100 90 days (or such earlier date as the Borrower may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the end of each fiscal year of Borrower ending after the BorrowerClosing Date, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all reported on by KPMG Ernst and Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (except as may be indicated in the notes thereto); (b) within 55 45 days (or such earlier date as the Borrower may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, beginning with the first fiscal quarter ending after the Closing Date, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, if any, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with with, or within five Business Days after, any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; provided that any certificate delivered in connection with any delivery of financial statements under clause (a) above shall also certify whether or not the Guarantor Coverage Test is satisfied; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after Xxxxx’x or S&P shall have announced a change in the same become publicly availablerating established or deemed to have been established for the Index Debt, copies written notice of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may besuch rating change; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to this Section 5.01(a) 5.01 shall be deemed to have been delivered if such information, or 5.01(b) above and any information one or more annual reports containing such information, shall be available on the web site of the SEC at xxxx://xxx.xxx.xxx or on the Borrower’s web site at xxxx://xxx.xxxxxxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The Parent Borrower will furnish to each Lender through the Administrative Agent and each LenderAgent: (a) within 100 90 days after the end of each fiscal year of Fiscal Year, the Parent Borrower, its ’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, that, so long as the Parent Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, as amended, the requirements of this paragraph shall be deemed satisfied by the delivery of, the Annual Report of the Parent Borrower on Form 10-K (or any successor form as prescribed by the Securities and Exchange Commission) for such Fiscal Year, signed by the duly authorized officer or officers of the Parent Borrower; (b) within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year of Fiscal Quarters, the Parent Borrower, its ’s consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;; provided, however, that, so long as the Parent Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, as amended, the requirements of this paragraph shall be deemed satisfied by the delivery of the Quarterly Report of the Parent Borrower on Form 10-Q (or any successor form as prescribed by the Securities and Exchange Commission) for the relevant Fiscal Quarter, signed by the duly authorized officer or officers of the Parent Borrower. (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Parent Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether stating that he or she has obtained no knowledge that a Default has occurred and is continuing and(except as set forth in such certificate), (ii) if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07; and (iv) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 which has had an effect on such financial statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all other periodic and other reports, proxy statements and other materials filed by the Parent Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Parent Borrower to its shareholders generally, as the case may be; (f) promptly after the Parent Borrower shall have received notice that Xxxxx’x or S&P has announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and or financial condition position of the Parent Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or on behalf of any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year of the Borroweryear, its audited consolidated balance sheet and related consolidated statements of income, retained earnings comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit; provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely from the classification of the Loans hereunder as short-term indebtedness during the twelve-month period prior to the Maturity Date hereunder) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP consistently appliedGAAP; (b) within 55 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowersuch quarterly accounting period, its consolidated balance sheet and related consolidated statements of income retained earnings income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsSection 6.04; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided provided, that the Borrower shall not be required to deliver confidential such financial information consisting of trade secrets or other proprietary or competitively sensitive information relating to is otherwise prepared by the Borrower or any such Subsidiary in the ordinary course of its Subsidiaries business, is of a type customarily provided to lenders in similar credit facilities and their respective businesses and is not constituting financial information. (f) Any financial statements subject to attorney-client or similar privilege. Information required to be delivered pursuant to subsections (a), (b) and (c) of this Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above 5.01 shall be deemed to have been furnished to delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information shall have been posted by the Administrative Agent on IntraLinks or similar site to which the date that such financial statement Lenders have been granted access or other information is posted and available on the SEC’s website of the SEC at xxx.xxx.xxx or the website for the Borrowerxxxx://xxx.xxx.xxx.

Financial Statements; Ratings Change and Other Information. The Parent or the Borrower will furnish to the Administrative Paying Agent and each Lender: (a) as soon as available and in any event within 100 90 days after the end of each fiscal year of Parent, a copy of the Borrowerannual audit report for such year for Parent and its consolidated subsidiaries, its audited containing a consolidated balance sheet of Parent and related statements of income, retained earnings and cash flows its consolidated subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of Parent and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by an opinion by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) and certificates of a Financial Officer of Parent (i) as to compliance with the effect that terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently appliedthe financial statements accompanying such certificate; (b) as soon as available and in any event within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its a consolidated balance sheet of Parent and related statements of income retained earnings and cash flows its consolidated subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of Parent and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of Parent and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by a Financial Officer of Parent as having been prepared in accordance with GAAP, and certificates of a Financial Officer of Parent (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end ofof such fiscal quarter and (iii) stating whether any change in GAAP or in the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects application thereof has occurred since the financial condition and results of operations date of the Borrower last consolidated financial statements of Parent and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfinancial statements accompanying such certificate; (c) concurrently as soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of a Default or an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, in each case continuing on the date of such statement, a statement of a Financial Officer of Parent or the Borrower setting forth details of such Default, event, development or other circumstance (including the anticipated effect thereof) and the action that Parent or the Borrower has taken and proposes to take with respect thereto; (d) promptly after the sending thereof, copies of all reports that Parent or the Borrower sends to any delivery of financial statements under clause the holders of any class of its outstanding securities; (ae) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority or arbitrator affecting Parent or any Subsidiary of the type described in Section 3.05; (bf) aboveas soon as possible and in any event within five Business Days after any change in either Public Debt Rating, a certificate of a Financial Officer of Parent setting forth such Public Debt Rating; and (g) such other information respecting the Borrower business, condition (each, a “Compliance Certificate”financial or otherwise), in substantially the form operations, performance, properties or prospects of Exhibit B, (i) certifying Parent or any Subsidiary as any Lender through either Administrative Agent may from time to whether a Default has occurred time reasonably request. The Borrower and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) Parent also agree that promptly after the same become publicly availableany report or registration statement, copies of all periodic and other reportsthan a registration statement on Form S‑8 or any successor form thereto, proxy statements and other materials is filed by the Borrower Parent or any Subsidiary with the Securities and Exchange Commission, Commission or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not exchange a copy thereof will be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial informationmade available on Parent’s website. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will agrees to furnish to the Administrative Agent and for distribution to each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerBorrower (beginning with the fiscal year in which the Closing Date occurs), its audited consolidated balance sheet and related statements of income, retained earnings equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (beginning with the fiscal quarter in which the Closing Date occurs), its consolidated balance sheet and related statements of income retained earnings income, equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, ) (i) certifying as to whether a Default has occurred and is continuing as of the date of such Compliance Certificate and, if such a Default has occurred and is continuingcontinuing as of the date of such Compliance Certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.09, (iii) stating whether any Designated Material Debt remains outstanding on the applicable Financial Covenantsdate that such Compliance Certificate is delivered, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.09 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation, (v) if any Excluded Venture was a consolidated subsidiary of the Borrower during the period covered by such financial statements delivered pursuant to Section 5.01(a) or Section 5.01(b), then, to the extent not already provided in connection with clause (ii) above, setting forth information reconciling Consolidated EBITDA for the period covered thereby to net income (loss) reported for such period and indicating the amount of Debt (as defined in the definition of Consolidated Total Debt) of Excluded Ventures that is reflected in the financial statements but not included in the calculation of the ratio referred to in Section 6.09, (vi) setting forth the names of all Subsidiaries that are Excluded Ventures as of the date of the financial statements being delivered and (vii) if, during the period covered by such financial statements, any Subsidiary was designated or deemed designated as an Excluded Venture pursuant to Section 5.12(a) or Section 5.12(e) or any Excluded Venture was designated as a Subsidiary pursuant to Section 5.12(b), certifying that at the time of such designation or deemed designation, the conditions described in Section 5.12(a) or Section 5.12(b), as applicable, were satisfied; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; and; (e) promptly after Xxxxx’x, S&P or Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Borrower shall not be Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required to deliver confidential by the Act and information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements described in Section 9.15. Information required to be delivered pursuant to Section 5.01(aclause (a), (b) or 5.01(b(d) above and any information of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The Borrower CFC will furnish to the Managing Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of CFC, (i) the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows of CFC and its subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearyear in comparative form, all which consolidated financial statements shall be reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (ii) the consolidated balance sheet and related statements of operations, stockholders' equity and cash flows of CHL and its subsidiaries as of the end of and for such year, which consolidated financial statements shall be certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CHL and its subsidiaries on a consolidated basis in accordance with GAAP consistently applied subject to the absence of footnotes; and (iii) the unaudited consolidating balance sheet and related statement of operations of CFC and its Subsidiaries as of the end of and for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its subsidiaries on a consolidating basis in accordance with GAAP consistently applied subject to the absence of footnotes; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of CFC, (i) the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows of each of CFC and its Subsidiaries and CHL and its subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each the case in comparative form of CFC and its Subsidiaries the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear in comparative form, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries or CHL and its subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and (ii) the consolidating balance sheet and related statement of operations of CFC and its Subsidiaries as of the end and for such fiscal quarter and the then elapsed portion of the fiscal year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its Subsidiaries, on a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, CFC (i) certifying as to whether a Default or Event of Default has occurred and is continuing and, if a Default or Event of Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsConsolidated Net Worth of each of CFC and CHL and the respective requirements of Section 6.01 therefor and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reportscurrent reports filed on Forms 10-K, 10-Q and 8-K (or successor forms), all proxy statements and all registration statements (other materials than those filed on Form S-8) filed by the Borrower CFC or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange, and/or or distributed by the Borrower CFC to its shareholders generally, as the case may be; (e) promptly after Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower CFC, CHL or any Subsidiaryof their respective subsidiaries, or compliance with the terms of this AgreementAgreement or any of the other Loan Documents, as the Managing Administrative Agent or any Lender may reasonably request. Any delivery required to be made pursuant to Section 5.01(a), (b) or (d) shall be deemed to have been made on the date on which CFC posts such delivery on the Internet at the website of CFC or when such delivery is posted on the SEC's website on the Internet at xxx.xxx.xxx; provided that the Borrower shall not be required with respect to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements delivery required to be delivered made pursuant to Section 5.01(a) or 5.01(b(b), CFC shall have given notice (including electronic notice) above and of any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished such posting to the Administrative Agent on Lenders, which notice shall include a link to the date applicable website to which such posting was made; provided, further, that CFC shall deliver paper copies of any delivery referred to in Section 5.01(a) or (b) to any Lender that requests CFC to deliver such financial statement or other information paper copies until notice to cease delivering such paper copies is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrowergiven by such Lender.

Financial Statements; Ratings Change and Other Information. The Borrower It will furnish to the Administrative Agent and each LenderAgent: (a) within 100 no later than 15 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each fiscal year of the Borrower, its (i) the audited consolidated balance sheet and related statements of incomeoperations, retained earnings partners’ capital and cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for from the previous fiscal year, all reported on by KPMG Deloitte and Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition condition, results and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; applied and (bii) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its unaudited consolidated balance sheet and related statements of income retained earnings and cash flows operations of the Borrower as of the end of and for such year with separate columns indicating amounts attributable to all Unrestricted Subsidiaries; (b) as soon as available, but in any event within 45 days of the end of the first three fiscal quarters of the Borrower, (i) the unaudited consolidated balance sheet as of the end of such fiscal quarter, the unaudited consolidated statements of operations for such fiscal quarter and the then-elapsed portion of the fiscal year and the unaudited consolidated statements of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) of the previous fiscal year) and the unaudited consolidated statement of partners’ capital for the then elapsed portion of the fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and (ii) the unaudited consolidated balance sheet as of the end of such fiscal quarter and the unaudited consolidated statements of operations for such fiscal quarter and the then-elapsed portion of the fiscal year with separate columns indicating amounts attributable to all Unrestricted Subsidiaries; (c) concurrently with no later than 15 days following the date required by applicable SEC rules (without giving effect to any delivery extensions available thereunder) for the filing of financial statements in the case of the financial statements under clause (a) above or within 45 days of the end of the first three fiscal quarters of the Borrower in the case of the financial statements under clause (b) above, a Compliance Certificate signed by a Financial Officer of the Borrower; (d) no later than 15 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of financial statements under clause (a) or (b) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines and such accounting firm’s internal policies and procedures); (e) by the fifth Business Day of each calendar month, a Borrowing Base Certificate providing information as of the last day of the immediately preceding calendar month; (f) promptly upon their becoming available, true and correct copies of (i) all financial statements, reports, notices and proxy statements sent by the Borrower to its unitholders and all registration statements, periodic reports and other statements and schedules filed by any Borrower Party with and as required by the SEC and made available on XXXXX, and (ii) as reasonably requested by the Administrative Agent, all reports, forms and notices filed by any Borrower Party with FERC or any similar Governmental Authority; (g) promptly upon the receipt thereof by the Borrower or any other Borrower Party, a copy of any “management letter” received by any such Person from its certified public accountants that indicates, in the reasonable good faith judgment of the General Partner’s board of directors, a potential material weakness in such Person’s internal controls or procedures and the management’s responses thereto; (h) on or before the first day of each fiscal year of the Borrower, a copy of the annual budget and projections for such fiscal year for the Borrower and the Restricted Subsidiaries, including cash distributions expected from Joint Ventures and Unrestricted Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, accompanied by a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), to the effect that such budget and projections have been prepared on the basis of sound financial planning practice and that such Financial Officer has no reason to believe they are incorrect or misleading in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may bematerial respect; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the any Borrower or any SubsidiaryParty (including unaudited consolidating financial statements), or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided . Any information that the Borrower shall not be is required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished furnish to the Administrative Agent on the date that or any Lender pursuant to this Section 5.01 shall be deemed delivered or furnished if and when such financial statement or other information is posted filed on XXXXX or the equivalent thereof with the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Ernst & Young LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, F attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the Consolidated Leverage Ratio for the Measurement Period ending on the last day of the applicable Financial Covenantsfiscal quarter or fiscal year for which such financial statements are being delivered and (iii) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.4 had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto, provided, that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; and (e) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to Section 5.01(a5.1(a) or 5.01(bSection 5.1(b) above and any information required to may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet at xxxx://xxx.xxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website at xxx.xxx.xxx or whether sponsored by the website for the BorrowerAdministrative Agent).

Financial Statements; Ratings Change and Other Information. The Borrower Borrowers will furnish to the Administrative Agent and each Lender: (a) within 100 90 days (or such earlier date specified for the filing of annual reports on Form 00-X xxxxx Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) after the end of each fiscal year of the US Borrower, (i) its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the US Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) to the extent customarily included as part of the US Borrower’s audited financial statements, a certificate of the accounting firm that reported on such financial statements referred to in part (i) above, stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (b) within 55 45 days (or such earlier date specified for the filing of quarterly reports on Form 10-Q under Section 13 of the Exchange Act) after the end of each of the first three fiscal quarters quarter of each fiscal year of the US Borrower, its unaudited consolidated and consolidating balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the US Borrower and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesadjustments; (c) concurrently with as soon as available and in any event at the same time as the delivery of the financial statements under clause (arequired pursuant to Section 5.01(a) or (b) above), as applicable, a compliance certificate of a Financial Officer of the Borrower Borrowers in the form of Exhibit B (each, a “Compliance Certificate”), in substantially the form of Exhibit B, ) that (i) certifying as to whether a Default has occurred and is continuing and, if a states that no Default has occurred and is continuing, specifying or, if any such Default has occurred and is continuing, a statement as to the details nature thereof and any what action taken or proposed the Borrowers propose to be taken take with respect thereto and thereto, (ii) setting sets forth reasonably detailed calculations demonstrating compliance with in reasonable detail, as of the applicable Financial Covenantslast day of the most recently ended fiscal quarter or fiscal year (as the case may be), the calculation of the financial ratios and tests provided in Section 6.14 of this Agreement and (iii) sets forth in reasonable detail, as of the last day of the most recently ended fiscal quarter, the calculation of the Consolidated Leverage Ratio for the purpose of determining the Applicable Margin; (d) promptly within 60 days after the same become publicly beginning of each fiscal year of the Borrowers, a consolidated and consolidating budget for the Borrowers and their Subsidiaries for such fiscal year, in form, substance and detail satisfactory to the Administrative Agent; (e) as soon as available, but in any event within 30 days after the creation, sale or dissolution of any Subsidiary that is permitted hereunder, an updated Schedule 3.01 hereto reflecting appropriate changes thereto; (f) promptly upon receipt thereof, copies of all periodic and other reports, proxy statements and other materials filed “management letters” received by the Borrower or any Subsidiary with Borrowers from the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; andBorrowers’ independent accountants; (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Borrowers or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09, 6.06, 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements of Borrower delivered to the Administrative Agent hereunder and specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after As soon as available, but in any event within 15 days before the same become publicly availablebeginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the forthcoming fiscal year; (e) concurrently with any delivery of financial statements under clause (a) or (b) above, copies of all periodic registration statements, all annual, quarterly or other regular reports and other reports, all proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as which have been filed or distributed since the case may bedate of the last delivery under this clause (e) or, with respect to the first such delivery under this clause (e), since the Effective Date; (f) promptly upon receipt thereof, a copy of any management letter submitted to the Borrower or any Subsidiary by independent certified public accountants with respect to the financial statements required to be delivered under clause (a) above; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 105 days after the end of each fiscal year of the year, Borrower, its ’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) concurrently with any delivery of financial statements under clause (a) above, a certificate of the independent registered public accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (c) within 55 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the year, Borrower, its ’s unaudited (i) consolidated balance sheet and related statements of income retained earnings and cash flows sheets as of the end of such fiscal quarter and the preceding fiscal year-end period, (ii) related statements of operations for such fiscal quarter and the then elapsed portion of the fiscal year, and (iii) related statements of cash flows for the then elapsed portion of the fiscal year, in the case of (ii) and (iii), setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all . The quarterly financial statements should be certified by one a Financial Officer of its Financial Officers Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (cd) concurrently with any delivery of financial statements under clause (a) or (bc) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether whether, to the knowledge of such officer, a Default has occurred and is continuing and, if such officer has knowledge of the occurrence of a Default has occurred and is continuingDefault, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 5.09 and (iii) to the applicable Financial Covenantsextent that any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 which affects the financial statements accompanying such certificate, specifying the effect of such change on such financial statements; (de) promptly after the same become publicly available, copies of all periodic each Form 10-Q and other reports, proxy statements and other materials Form 10-K filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, Commission or with any Governmental Authority succeeding to any or all of the functions of said Commission; (f) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may bewritten notice of such rating change; and (eg) promptly following any request therefortherefore, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower (a) CFC will furnish to the Managing Administrative Agent and each Lender: (ai) within 100 90 days after the end of each fiscal year of CFC, (A) the Borrower, its audited consolidated balance sheet and related statements of incomeearnings, retained earnings changes in stockholders’ equity and cash flows of CFC and its subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearyear in comparative form, all which consolidated financial statements shall be reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (B) the unaudited consolidating balance sheet and related statement of earnings of CFC and its Subsidiaries as of the end of and for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its Subsidiaries on a consolidating basis in accordance with GAAP consistently applied, subject to the absence of footnotes; (bii) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of CFC, (A) the Borrower, its consolidated balance sheet and related statements of income retained earnings and cash flows of CFC and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each the case in comparative form of CFC and its Subsidiaries the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear in comparative form, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and (B) the consolidating balance sheet and related statement of earnings of CFC and its Subsidiaries as of the end and for such fiscal quarter and the then elapsed portion of the fiscal year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its Subsidiaries on a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently with any delivery of financial statements under clause (a) i), or (bii) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, CFC (i) certifying as to whether a Default or Event of Default with respect to CFC or CHL has occurred and is continuing and, if a such Default or Event of Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance the Consolidated Net Worth of CFC and the respective requirements of Section 6.01 therefor and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate. (b) CB will furnish to the Managing Administrative Agent and each Lender: (i) within 90 days after the end of each fiscal year of CB, (A) the audited consolidated balance sheet and related statements of earnings and cash flows of CB and its subsidiaries as of the end of and for such year, setting forth the figures as of the end of and for the previous fiscal year in comparative form, which consolidated financial statements shall be reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of CB and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (B) the applicable Financial Covenantsunaudited call reports of CB and its Subsidiaries as of the end of and for such year; (dii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of CB, (A) the consolidated balance sheet and related statements of earnings and cash flows of CB and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in the case of CB and its Subsidiaries the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year in comparative form, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CB and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and (B) the call reports of CB and its Subsidiaries as of the end and for such fiscal quarter and the then elapsed portion of the fiscal year; (iii) concurrently with any delivery of financial statements under clause (i), or (ii) above, a certificate of a Financial Officer of CB certifying as to whether a Default or Event of Default with respect to CB has occurred and, if such Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto. (c) Each of CFC and CB, as relevant, will furnish to the Managing Administrative Agent and each Lender: (i) promptly after the same become publicly available, copies of all periodic and other reportscurrent reports filed on Forms 10-K, 10-Q and 8-K (or successor forms), all proxy statements and all registration statements (other materials than those filed on Form S-8) filed by the Borrower it or any Subsidiary of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange, and/or or distributed by CFC (or, in the Borrower event that CB has public shareholders, CB) to its respective shareholders generally, as the case may be; (ii) promptly after Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (eiii) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower CFC or CB or any Subsidiaryof its Subsidiaries, or compliance with the terms of this AgreementAgreement or any of the other Loan Documents, as the Managing Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) . Any financial statements delivery required to be delivered made pursuant to Section 5.01(a5.01(a)(i) or 5.01(band (ii), Section 5.01(b)(i) above and (ii), and Section 5.01(c)(i), and any information notice required to be delivered given pursuant to Section 5.01(d5.01(a)(iii) above and Section 5.01(c)(ii) shall be deemed to have been furnished to the Administrative Agent made or given on the date that on which CFC or CB, as applicable, posts such financial statement delivery, or other posts a press release or SEC filing containing the information required by such notice, on the Internet at the website of CFC, or when such delivery is posted on the SEC’s website on the Internet at xxx.xxx.xxx wxx.xxx.xxx; provided that with respect to any delivery required to be made pursuant to Section 5.01(a)(i) and (ii) and Section 5.01(b)(i) and (ii), CFC or CB, as applicable, shall have given notice (including electronic notice) of any such posting to the Lenders, which notice shall include a link to the applicable website for the Borrowerto which such posting was made; provided, further, that CFC or CB, as applicable, shall deliver paper copies of any delivery referred to in Section 5.01(a)(i) and (ii) and Section 5.01(b)(i) and (ii) to any Lender that requests it, to deliver such paper copies until notice to cease delivering such paper copies is given by such Lender.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing an Approved Auditor (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 (i)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 90 days after the end of each fiscal year end of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Ernst & Young LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the applicable Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (notwithstanding anything to the contrary in the foregoing, with respect to the 2019 fiscal year, Borrower shall furnish the foregoing on or before July 15, 2020); (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) F attached hereto certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating thereto; provided that the compliance certificate delivered by the Borrower in connection with the applicable Financial Covenantsdelivery of financial statements for the fiscal quarter ended December 31, 2020 shall be deemed to satisfy the requirement for delivery of a compliance certificate in connection with the delivery of financial statements for the fiscal year ended December 31, 2020; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto; andprovided that such information shall be deemed to have been delivered on the date on which such information has been posted, or a link provided thereto, on the Borrower’s website on the Internet on any investor relations page at xxxx://xxx.xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; (e) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information.; (f) Any the Borrower will furnish to the Administrative Agent each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a) (or such later date as is acceptable to the Administrative Agent in its sole discretion), a certificate of its Responsible Officer (x) either confirming that there has been no change in the information contained in the schedules to the Security Agreement since the Eighth Amendment Effective Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes in the form of a Security Supplement delivered pursuant to Section 4.2 of the Security Agreement and (y) certifying that, to its knowledge, all Uniform Commercial Code financing statements (including fixtures filings, as applicable) and all supplemental intellectual property security agreements or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified in the documents delivered pursuant to clause (x) above to the extent necessary to effect, protect and perfect the security interests under the Collateral Documents (except as noted therein with respect to any continuation statements to be filed within such period); provided that notwithstanding anything to the contrary contained herein or in any other Loan Document, the information which had been required to be delivered pursuant to this Section 5.01(f) at the time of delivery of (i) the unaudited financial statements with respect to the fiscal quarter ended December 31, 2020 pursuant to Section 5.01(b) or (ii) the audited financial statements with respect to the fiscal year ended December 31, 2020 pursuant to Section 5.01(a) shall instead be permitted to be delivered on or prior to June 30, 2021. Information required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) above and any information required to may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet on any investor relations page at xxxx://xxx.xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website at xxx.xxx.xxx or whether sponsored by the website for the BorrowerAdministrative Agent).

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 Within 90 days after the end of each fiscal year end of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP PricewaterhouseCoopers, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the applicable Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, F attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01(f) and (g) as of the last day of the applicable Financial Covenantsfiscal quarter or fiscal year for which such financial statements are being delivered and (iii) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.04 had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Restricted Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on any investor relations page at hxxx://xxx.xxxx.xxx (or any successor page) or at hxxx://xxx.xxx.xxx; (e) concurrently with any delivery of financial statements under clause (a) or (b) above, the Borrower shall provide unaudited financial statements of the character and for the dates and periods as in such clauses (a) and (b) covering the Unrestricted Subsidiaries (on a combined basis), together with a consolidating statement reflecting eliminations or adjustments required to reconcile the financial statements of such Unrestricted Subsidiaries to the financial statements delivered pursuant to such clauses (a) and (b); provided that the Borrower shall not be required to provide such financial statements unless (x) the Borrower compiles such combined financial statements as part of its regular internal reporting processes or is able to compile such combined financial statements without undue effort or expense or (y) delivery of such financial statements is required by clause (b) of the definition of “Incremental Available Amount” or Section 6.01(g) hereof; (f) concurrently with the delivery of annual audited financial statements pursuant to clause (a), the Borrower shall deliver to the Administrative Agent supplements to the exhibits to the U.S. Security Agreement relating to the Pledged IP Collateral (as defined in the U.S. Security Agreement and excluding Excluded IP) specifying any changes to such exhibits since the Effective Date or since the previous updating required hereby, as applicable (provided that if there have been no changes to any such exhibits since the Effective Date or since the previous updating required hereby, as applicable, the Borrower shall indicate that there has been “no change” to the applicable exhibits); (g) [reserved]; and (eh) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above may be delivered electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet on any investor relations page at hxxx://xxx.xxxx.xxx (or any successor page) or at hxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website at xxx.xxx.xxx or whether sponsored by the website for the BorrowerAdministrative Agent).

Financial Statements; Ratings Change and Other Information. The At any time after the Closing Date, the Company and the Revolving Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each fiscal year Fiscal Year of the BorrowerCompany ending after the Closing Date, its audited consolidated balance sheet and related statements of operations, comprehensive income, retained earnings shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, if any, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit other than a “going concern” qualification pertaining to the maturity of the Loans, the Commitments, the loans under the New Term Loan Credit Facility, the Existing Notes or the Omega Surviving Debt, in each case occurring within 12 months of the relevant audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (except as may be indicated in the notes thereto); (b) within 55 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany, beginning with the first Fiscal Quarter ending after the Closing Date, its consolidated balance sheet and related statements of income retained earnings operations, comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, if any, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with with, or within five Business Days after, any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after Xxxxx’x or S&P shall have announced a change in the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by rating established or deemed to have been established for the Borrower Index Debt or any Subsidiary with the Securities and Exchange Commissionits cessation of, or any Governmental Authority succeeding its intent to any cease, rating the Index Debt, written notice of such rating change, cessation or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower intent to its shareholders generallycease, as the case may beapplicable; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to this Section 5.01(a) 5.01 shall be deemed to have been delivered if such information, or 5.01(b) above and any information one or more annual reports containing such information, shall be available on the web site of the SEC at xxxx://xxx.xxx.xxx or on the Company’s web site at xxxx://xxx.xxxxxxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 120 days after the end of each fiscal year of the BorrowerParents, its each Parent's audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG RBSM LLP or other independent public accountants of recognized national standing and in good standing with the Public Company Accounting Oversight Board (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower each Parents and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the BorrowerParents, its (i) each Parent's consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries such Parent on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, and (ii) operating statements for each Pool Property in form and substance reasonably satisfactory to the absence of footnotesAdministrative Agent; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of each Parent (the "Compliance Certificate") in the form of Exhibit B attached hereto and a borrowing base certificate of a Financial Officer of the Borrower Lead Borrowers (each, a “Compliance the "Borrowing Base Certificate”), ") in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsG attached hereto; (d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below (unless available publicly), and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by any Parent, the Borrower or any Subsidiary with the Securities and Exchange CommissionCommission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Parent or the Borrower to its shareholders generally, as the case may be; (e) promptly upon becoming aware thereof, notice of the breach, nonperformance, cancellation or failure to renew by any party under any Material Contract; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower any Credit Party or any SubsidiarySubsidiary of the Borrower, the Pool Properties, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Ernst & Young LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, F attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating the Total Net Leverage Ratio for the Measurement Period ending on the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01(b) and (c) and Section 6.09 as of the last day of the applicable Financial Covenantsfiscal quarter or fiscal year for which such financial statements are being delivered, (iv) setting forth the amount of Restricted Payments made pursuant to Section 6.04(viii) during the respective fiscal quarter or fiscal year and demonstrating compliance with such Section 6.04(viii), (v) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.04 had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate and (vi) setting forth a description of any registered patents, registered trademarks or registered copyrights acquired, exclusively licensed or developed by the Borrower and its Restricted Subsidiaries since the Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.01(c) prior to the date thereof, as applicable; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Securities and Exchange Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto, provided, that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on the investor relations page at xxxxx://xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; and (e) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any if any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under clause (a) or (b) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with Borrower and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. Information required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) above and any information required to may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet on the investor relations page at xxxxx://xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website at xxx.xxx.xxx or whether sponsored by the website for the BorrowerAdministrative Agent).

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (and each Lender:the Administrative Agent shall deliver to the Lenders promptly following receipt from the Borrower unless such deliveries are posted on an Approved Electronic Platform to which the Lenders have access): (a) within 100 one hundred five (105) days after the end of each fiscal year of Parent, the Borrower, its audited consolidated balance sheet and related statements of income, income and retained earnings and cash flows of the Consolidated Group as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG RSM US LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to ​ the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Parent, the Borrower, its unaudited consolidated balance sheet and related statements of income and retained earnings and cash flows of the Consolidated Group as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear (if available), all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently concurrent with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, or Parent (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingexists, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11, and (iii) stating whether any material change in GAAP or in the applicable application thereof has occurred since the date of the most recent audited Financial CovenantsStatements delivered by Borrower that affects the Financial Statements, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrent with any delivery of financial statements under clause (a) or (b) above, and at such other times as specified herein or any other Loan Document or as may be reasonably requested by the Administrative Agent, a Borrowing Base Certificate executed by a Financial Officer of the Borrower setting forth reasonably detailed calculations demonstrating compliance with Section 6.12, together with a supplement to Schedule 3.13 summarizing the Unencumbered Property NOI, and any additional information or reports with respect to the Borrowing Base as the Administrative Agent may reasonably request. (e) reserved; (f) promptly after the same become publicly available, upon written request of Administrative Agent copies of all material periodic and other reports, proxy registration statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; (g) prior to the first (1st) day of February in each fiscal year of the Borrower ending prior to the Maturity Date, projected balance sheets, operating statements and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for the next succeeding fiscal year, all itemized in reasonable detail; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as may be reasonably requested pursuant to a reasonable and customary request by the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements Lender. Documents required to be delivered pursuant to Section 5.01(a), (b), (f) or 5.01(bSection 5.01(h) above (to the extent any such documents are included in materials otherwise filed with the SEC) may be ​ delivered electronically and any information required to be delivered pursuant to Section 5.01(d) above if so delivered, shall be deemed to have been furnished delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address provided to Administrative Agent; or (ii) on which such documents are publicly filed or are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall deliver paper copies of such documents to the Administrative Agent on upon its written request to the date that Borrower to deliver such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website paper copies for the Borrowerperiods so requested. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of each of the Company, the Borrower, its and their Subsidiaries, each of the Company’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of each of the Company, the Borrower, its and their Subsidiaries, commencing with the fiscal quarter ended March 31, 2012, each of the Company’s consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (iA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.6, Section 6.13 and Section 6.15 and (C) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (ii) together with such compliance certificate, the Borrower shall deliver the following, in form and detail satisfactory to the Administrative Agent, (A) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and any related mortgage debt; (B) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (C) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter and summary occupancy reports for such Property; (D) a listing of summary information for all Unencumbered Assets including, without limitation, the Unencumbered Asset Value of each Property the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), occupancy rates, square footage, property type, and date acquired or built; (E) a summary of (1) all acquisitions, dispositions or other removals of Unencumbered Assets completed during such quarterly accounting period, calendar year, or other fiscal period were permitted under this Agreement, and (2) the acquisition cost or principal balance of any Unencumbered Assets, as applicable, acquired during such period and any other information that Administrative Agent may require to determine the Unencumbered Asset Value of such Unencumbered Asset, and the Unencumbered Asset Value of any Unencumbered Assets removed during such period; and (F) (1) concurrently with the delivery of financial statements under clause (b) above, any updates to Schedules EGL, EOCGL or 3.18(b) (which updates may be in the form of one or more master schedules that list the Unencumbered Assets and whether such Unencumbered Asset is subject to an Eligible Ground Lease or an Eligible On-Campus Ground Lease) and (2) concurrently with the delivery of financial statements under clause (a) above, any updates to Schedules QS, SG, 3.14 or 3.18(a) (which updates may be in the form of one or more master schedules that include such information); (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Company or the Borrower to its shareholders generally, as the case may be; (f) as soon as available, and in any event no later than 90 days after the end of each fiscal year of each of the Company, the Borrower, and their Subsidiaries, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of each of the Company, the Borrower, and their Subsidiaries, as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position, projected income, projected compliance with Sections 6.13 and 6.15 and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Financial Officer stating that such Projections are based on reasonable estimates, information and assumptions; (g) within 45 days after the end of each fiscal quarter of each of the Company, the Borrower, and their Subsidiaries (or 90 days in the case of the fourth quarter), a narrative discussion and analysis of the financial condition and results of operations of each of the Company, the Borrower, and their Subsidiaries, for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; provided that delivery to the Administrative Agent and the Lenders of the Company’s annual report to the SEC on Form 10-K and its quarterly report to the SEC on Form 10-Q containing such narrative discussion and analysis shall be deemed to be compliance with this Section 5.1(g); (h) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that . Delivery by the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating Company to the Borrower or any Administrative Agent and the Lenders of its Subsidiaries annual report to the SEC on Form 10-K and their respective businesses and not constituting financial information. (f) Any financial statements required its quarterly report to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above the SEC on Form 10-Q, in each case in accordance with SEC requirement for such reports, shall be deemed to have been furnished to be compliance by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerCompany with Section 5.1(a) and Section 5.1(b), as applicable.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerBorrower (or 105 days if an extension has been obtained for the filing of an equivalent periodic report under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or 60 days if an extension has been obtained for the filing of an equivalent periodic report under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934), its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a consolidating set of financial statements in form and substance reasonably satisfactory to the Administrative Agent which separately discloses the respective assets, liabilities and other financial attributes of ScanSource Brazil and its Subsidiaries; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) a certificate in the form of Exhibit E hereto of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (iiA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (iiiiB) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12 and 6.13, and (iiiC) notifying the Administrative Agent of any Commercial Tort Claims, Copyrights, Patents or Trademarks (each term as defined in the Security Agreement) of a Credit Party not previously disclosed to the Administrative Agent and which, in the case of Copyrights, Patents or Trademarks, have been registered with any Governmental Authority, and (iv) stating whetherii) if there has occurred any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateprevious financial statements delivered under clause (a) or (b) above which would affect the calculations under Section 6.12 or 6.13 or any other limitation contained in this agreement, a reconciliation between calculations of such covenant or limitation made before and after giving effect to such change in GAAP; provided, however, that if the Borrower in good faith regards the extent to which any such change in GAAP would affect such calculations as immaterial, it may, in lieu of providing such reconciliation, deliver at the same time as it delivers such certificate a written description of the applicable Financial Covenantschange in GAAP and shall be obligated to provide such reconciliation only if it is requested to do so by the Administrative Agent within ten (10) Business Days after delivery of such certificate (and if so requested, shall do so within ten (10) Business Days after such request (or such greater number of days to which the Administrative Agent may agree)); (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Sections 5.01(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet or such documents become available on XXXXX; provided that the Borrower shall not be required to deliver confidential information consisting paper or electronic copies of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished such documents to the Administrative Agent on or any Lender that requests the date that Borrower to deliver copies of such financial statement documents until a written request to cease delivering such copies is given by the Administrative Agent or other information is posted on such Lender. The Administrative Agent shall have no obligation to request the SEC’s website at xxx.xxx.xxx delivery or to maintain copies of the website documents referred to above, and shall have no responsibility to monitor compliance by the Borrower with any such request for the Borrowerdelivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (and each Lender:the Administrative Agent will forward such copies to the Lenders): (a) as soon as available and in any event within 100 105 days after the end of each fiscal year of the Borrower, or 15 days after the date on which its annual report for such fiscal year is required to be filed with the SEC, whichever is later, audited consolidated balance sheet and related statements of income, retained earnings income and cash flows of the Borrower and the Subsidiaries for such year and the related consolidated balance sheets as of the end of and for such year, setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding fiscal year, all reported on and accompanied by KPMG LLP or other an opinion of independent public accountants of recognized national standing (without a “going concern” or like qualificationselected by the Borrower, commentary or exception and without which opinion shall not contain any qualification or exception as to the scope of such audit) to audit and shall state that the effect that such consolidated financial statements fairly present fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated basis as of the end of, and for, such fiscal year and have been prepared in accordance with GAAP GAAP, consistently appliedapplied (except where noted); (b) as soon as available and in any event within 55 60 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year of the Borrower, or 15 days after the date on which its quarterly report for such fiscal quarterly period is required to be filed with the SEC, whichever is later, consolidated balance sheet and related statements of income retained earnings of the Borrower and the Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, consolidated statements of cash flows of the Borrower and the Subsidiaries from the beginning of the applicable fiscal year to the end of such period and the related consolidated balance sheets as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearperiod, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period or periods of (or, in the preceding fiscal year, accompanied by a certificate of a Financial Officer, which certificate shall state that the financial statements fairly present in all material respects the consolidated financial condition and results of operations, as the case may be, of the balance sheetBorrower and the Subsidiaries in accordance with GAAP, consistently applied (except where noted), as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedfor, such period (subject to normal year-end audit adjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.08, 6.12 and 6.13 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof not disclosed in any prior such certificate has occurred since December 31, 2005 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly upon their becoming available, copies of all registration statements (other than on Form S-8 or any successor form) and regular periodic and other reports, if any, that the Borrower or any Subsidiary shall have filed pursuant to Section 13(a) or 15 of the Exchange Act with the SEC (or any governmental agency substituted therefor) or with any national securities exchange; (f) promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed; (g) as soon as practicable and other materials in any event within five Business Days after TEP receives written notice of an upgrading or a downgrading of the TEP Mortgage Bonds by any Rating Agency, a notice of such upgrading or downgrading; (h) promptly upon their becoming available, copies of all current reports on Form 8-K filed by the Borrower or any Subsidiary with the Securities SEC, and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or similar reports filed with any national securities exchange; (i) promptly upon their becoming available, and/or distributed copies of any written notices from the ACC or any other Governmental Authority of non-compliance by TEP or any TEP Subsidiary with any material decision of the Borrower to its shareholders generallyACC or the applicable Governmental Authority, as the case may be, or with any other rules, regulations or orders of the ACC or the applicable Governmental Authority, as the case may be, and any written notices of any extraordinary audit or investigation by the ACC or the applicable Governmental Authority, as the case may be, into the business, affairs or operations of TEP or any TEP Subsidiary; (j) concurrently with any delivery of financial statements under clause (a) or (b) above with regard to each fiscal quarter in which the Borrower elects to make a Pro Forma Adjustment, a certificate of a Financial Officer setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculation and basis therefor; and (ek) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; provided that . So long as the Borrower shall not is subject to the financial reporting requirements of the Exchange Act and the financial statements contained in any quarterly or annual reports filed with the SEC are prepared in accordance with the Exchange Act and the rules and regulations promulgated thereunder, such financial statements may be required delivered by the Borrower in satisfaction of its obligations to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any consolidated financial statements required to be delivered pursuant to Section 5.01(aclauses (a) or 5.01(b) above and any information required to be delivered pursuant to (b), as the case may be, of this Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower5.01.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or, if such financial statements are not required to be filed with the SEC, on or before the date that is ninety (90) days after the end of each such fiscal year of the Borrower, its audited consolidated Consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently applied; (b) within 55 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower or, if such financial statements are not required to be filed with the SEC, on or before the date that is forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowersuch quarterly accounting period, its consolidated Consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated Consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), substantially in substantially the form of Exhibit B, G hereto (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 5 and (iii) stating whether any change in GAAP or in the applicable Financial Covenants;application thereof has occurred since the date of the audited financial statements referred to in Section 3.01(b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and (d) promptly as soon as possible the Borrower will furnish to the Administrative Agent and each Lender (i) and in any event within five Business Days after the same become publicly availableBorrower first becomes aware of the occurrence of each Default continuing on the date of such statement, copies a written statement of all periodic a Financial Officer of the Borrower setting forth details of such Default and other reportsthe action that the Borrower has taken and proposes to take with respect thereto, proxy statements and other materials filed (ii) prompt written notice of the Borrower having knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary with that could reasonably be expected to have a Material Adverse Effect and (iii) prior to the Securities and Exchange CommissionFunding Date, prompt written notice of any amendment, waiver or any Governmental Authority succeeding to any or all termination (including notices of termination) under the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Merger Agreement, as the Administrative Agent Company Disclosure Letter or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements Wyeth Disclosure Letter. Information required to be delivered pursuant to subsections (a) and (b) of this Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above 6.01 shall be deemed to have been furnished delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information shall have been posted and available on the website of the SEC at http://www.sec.gov (and a confirming electronic correspondence is dexxxxxxx xx xxxxxx to be delivered by the Borrower to the Administrative Agent on providing notice of such availability). The Borrower acknowledges that certain of the date Lenders may be "public side" Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Borrower, the Acquired Business or their respective Affiliates or securities) (each, a "Public Lender"). At the request of the Administrative Agent, the Borrower agrees to prepare additional versions of the documents required by this Section 6.01 to be used by Public Lenders that do not contain material non-public information concerning the Borrower, the Acquired Business or their respective Affiliates or securities. The Borrower will clearly designate as such financial statement or other information is posted on all Information provided to the SEC’s website at xxx.xxx.xxx Administrative Agent or the website for Lenders by or on behalf of the BorrowerBorrower or the Acquired Business which is suitable to make available to Public Lenders.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or, if such financial statements are not required to be filed with the SEC, on or before the date that is ninety (90) days after the end of each such fiscal year of the Borroweryear, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 55 on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower or, if such financial statements are not required to be filed with the SEC, on or before the date that is forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrowersuch quarterly accounting period, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Material Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; and; (e) promptly after Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt or the corporate rating of the Borrower, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to subsections (a), (b) and (d) of this Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above 5.01 shall be deemed to have been furnished delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information shall have been posted and available on the website of the SEC at hxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by the Borrower to the Administrative Agent on the date that providing notice of such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borroweravailability).

Financial Statements; Ratings Change and Other Information. The Borrower will furnish (or cause to be furnished) to the Administrative Agent and each Lender: (a) within 100 ninety (90) days after the end of each fiscal year of each of the Company, the Borrower, its and their Subsidiaries, each of the Company’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of each of the Company, the Borrower, its and their Subsidiaries, commencing with the fiscal quarter ended June 30, 2016, each of the Company’s consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (iA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 10.6, Section 10.13 and Section 10.15, (C) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 7.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (D) setting forth the assets then held by the Company and its direct and indirect Subsidiaries (other than assets then held by the Borrower and the Borrower’s direct and indirect Subsidiaries) and certifying as to what percentage of such assets are the Company’s direct ownership in the Borrower; and (ii) together with such compliance certificate, the Borrower shall deliver the following, in form and detail satisfactory to the Administrative Agent, (A) a copy of the quarterly “HTA Supplemental Information” posted on the Borrower’s website (which includes financial information relating to the Borrower’s portfolio), or if such “HTA Supplemental Information” is not available, a report, with respect to the quarterly period immediately prior to the fiscal quarter for which such report is submitted, containing financial information with respect to the Borrower’s portfolio in a form substantially similar to that set forth in the most recently posted “HTA Supplemental Information”; and (B) (1) concurrently with the delivery of financial statements under clause (b) above, a schedule that lists the Properties included in Total Asset Value which identifies whether such Property is an Unencumbered Asset, and if such Property is subject to any Indebtedness, an Eligible Ground Lease, or an Eligible On-Campus Ground Lease; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Company or the Borrower to its shareholders stockholders generally, as the case may be; (f) as soon as reasonably practicable, and in any event no later than ninety (90) days after the end of each fiscal year of each of the Company, the Borrower, and their Subsidiaries, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of each of the Company, the Borrower, and their Subsidiaries, as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position, projected income, projected compliance with Sections 10.13 and 10.15 and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Financial Officer stating that such Projections are based on reasonable estimates, information and assumptions; (g) within forty-five (45) days after the end of each fiscal quarter of each of the Company, the Borrower, and their Subsidiaries (or ninety (90) days in the case of the fourth quarter), a narrative discussion and analysis of the financial condition and results of operations of each of the Company, the Borrower, and their Subsidiaries, for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; provided that delivery to the Administrative Agent and the Lenders of the Company’s annual report to the SEC on Form 10-K and its quarterly report to the SEC on Form 10-Q containing such narrative discussion and analysis shall be deemed to be compliance with this Section 8.1(g); (h) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that . Delivery by the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating Company to the Borrower or any Administrative Agent and the Lenders of its Subsidiaries annual report to the SEC on Form 10-K and their respective businesses and not constituting financial information. (f) Any financial statements required its quarterly report to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above the SEC on Form 10-Q, in each case in accordance with SEC requirement for such reports, shall be deemed to have been furnished to be compliance by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerCompany with Section 8.1(a) and Section 8.1(b), as applicable.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the each Administrative Agent and each Lender:Lender (as provided in Section 9.01): (a) within not later than the earlier of (i) 100 days after the end of each fiscal year of the BorrowerBorrower and (ii) 5 Business Days after the filing thereof with the SEC, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis basis, as of such dates and for such periods, in accordance conformity with GAAP consistently appliedGAAP; provided that delivery within the time frame specified above of copies of Borrower’s Annual Report on Form 10-K filed with the SEC shall satisfy the requirements of this paragraph (a) of this Section 5.01; (b) within not later than the earlier of (i) 55 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower and (ii) 5 Business Days after the filing thereof with the SEC, its unaudited consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis basis, as of such dates and for such periods, in accordance conformity with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that delivery within the time frame specified above of copies of Borrower’s Quarterly Report on Form 10-Q filed with the SEC shall satisfy the requirements of this paragraph (b) of this Section 5.01; (c) concurrently with any delivery of financial statements under clause paragraphs (a) or (b) aboveof this Section 5.01, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether the Financial Officer is aware of a Default that has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating demonstrating, in reasonable detail, compliance with the applicable Financial Covenantsfinancial ratios or requirements set forth in Sections 6.01(B)(o) 6.03(c), 6.04(p), 6.06(e)(ii) and 6.10(a), (b) and (c) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under paragraph (a) of this Section 5.01, a certificate substantially in the form attached as Exhibit I of the accounting firm that reported on such financial statements (provided that such certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generallygenerally provided that such financial statements and reports to shareholders shall be deemed delivered on the second business day following the day on which they are filed with the SEC unless actually delivered on an earlier date, as the case may be; (f) as soon as practicable and in any event no later than 15 days prior to the beginning of each fiscal year for the Borrower, a consolidated financial forecast for such fiscal year, including a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with an explanation of the principal assumptions on which such forecasts are based; (g) promptly after any Executive Officer of the Borrower shall have become aware that Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Facilities, written notice of such rating change; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative any Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Parent or the Borrower will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 100 90 days after the end of each fiscal year of the BorrowerParent, a copy of the annual audit report for such year for the Parent and its audited consolidated subsidiaries, containing a consolidated balance sheet of the Parent and related statements of income, retained earnings and cash flows its consolidated subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Parent and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by an opinion by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) and certificates of a Financial Officer of the Parent (i) as to compliance with the effect that terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently appliedthe financial statements accompanying such certificate; (b) as soon as available and in any event within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its a consolidated balance sheet of the Parent and related statements of income retained earnings and cash flows its consolidated subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Parent and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of the Parent and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by a Financial Officer of the Parent as having been prepared in accordance with GAAP, and certificates of a Financial Officer of the Parent (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end ofof such fiscal quarter and (iii) stating whether any change in GAAP or in the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects application thereof has occurred since the financial condition and results of operations date of the Borrower last consolidated financial statements of the Parent and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfinancial statements accompanying such certificate; (c) concurrently as soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of a Default or an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, in each case continuing on the date of such statement, a statement of a Financial Officer of the Parent or the Borrower setting forth details of such Default, event, development or other circumstance (including the anticipated effect thereof) and the action that the Parent or the Borrower has taken and proposes to take with respect thereto; (d) promptly after the sending thereof, copies of all reports that the Parent or the Borrower sends to any delivery of financial statements under clause the holders of any class of its outstanding securities; (ae) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority or arbitrator affecting the Parent or any Subsidiary of the type described in Section 3.05; (bf) aboveas soon as possible and in any event within five Business Days after any change in either Public Debt Rating, a certificate of a Financial Officer of the Borrower Parent setting forth such Public Debt Rating; and (eachg) such other information respecting the business, a “Compliance Certificate”condition (financial or otherwise), in substantially operations, performance, properties or prospects of the form of Exhibit B, (i) certifying Parent or any Subsidiary as any Lender through the Administrative Agent may from time to whether a Default has occurred time reasonably request. The Borrower and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) Parent also agree that promptly after the same become publicly availableany report or registration statement, copies of all periodic and other reportsthan a registration statement on Form S-8 or any successor form thereto, proxy statements and other materials is filed by the Borrower Parent or any Subsidiary with the Securities and Exchange Commission, Commission or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by exchange a copy thereof will be made available on the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements Parent’s website. Documents required to be delivered pursuant to Section 5.01(a) or 5.01(b(b) above or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the Securities and any information required to Exchange Commission) may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 9.01; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent on have access (whether a commercial, third-party website or whether sponsored by the date Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrowerdocuments.

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent and for distribution to each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerCompany (or, if earlier, no later than five (5) Business Days after the date that the Annual Report on Form 10-K of the Company for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP, KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany (or, if earlier, no later than five (5) Business Days after the date that the Quarterly Report on Form 10-Q of the Company for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers (which certification shall be satisfied by the certification provided in Exhibit 31.2 to the Company’s applicable Quarterly Report on Form 10-Q) as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.03 and 6.09, (iii) setting forth reasonably detailed calculations of the applicable Financial CovenantsSecured Leverage Ratio as required for purposes of determining the “Applicable Rate” and (iv) stating whether any material change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 that applies to the Company or any Subsidiary and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default with regard to Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines); (e) concurrently with any delivery of financial statements under clause (a) above, a Perfection Certificate Supplement; (f) promptly (i) after the same become publicly availablefiling thereof, copies of all periodic and other reports, proxy periodic and other certifications of the chief executive officer or a Financial Officer of the Company, registration statements and other publicly available materials filed by the Borrower Company or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeexchange (other than periodic non-material administrative certifications provided to any national securities exchange electronically), and/or and (ii) after the distribution thereof, copies of all financial statements, reports, proxy statements and other materials distributed by the Borrower Company to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that any such documents that are filed or furnished with the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower SEC via XXXXX or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above successor electronic document submission program shall be deemed to have been furnished provided to the Administrative Agent on when so filed or furnished; and (g) promptly after Xxxxx’x or S&P shall have announced a change in the date that such financial statement rating established or other information is posted on the SEC’s website at xxx.xxx.xxx or the website deemed to have been established for the Borrower.Index Debt, written notice of such rating change; and

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and for delivery to each Lender: (a) within 100 15 days following the date on which Ultra Petroleum submits or files with the Securities and Exchange Commission, but in any event not later than 90 days after the end of each fiscal year of the BorrowerUltra Petroleum, its (i) Ultra Petroleum’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all such consolidated statements to be reported on by KPMG Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Ultra Petroleum and its consolidated subsidiaries on a consolidated basis in accordance with GAAP and (ii) the Borrower’s unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, certified by one of Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 15 days following the date on which Ultra Petroleum submits or files with the Securities and Exchange Commission, but in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerUltra Petroleum, its (i) Ultra Petroleum’s consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of Ultra Petroleum’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Ultra Petroleum and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) the Borrower’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially form and substance reasonably acceptable to the form of Exhibit B, Administrative Agent (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.09, and (iii) stating whether the applicable Financial CovenantsBorrower or any of its Subsidiaries has any Material Gas Imbalances; (d) if, as of the date of any financial statements delivered pursuant to Sections 5.01(a) or 5.01(b), the Consolidated Total Assets of the Borrower and its Subsidiaries account for less than 90% of the Consolidated Total Assets of Ultra Petroleum and its consolidated subsidiaries, then the Borrower will deliver concurrently with the delivery of such financial statements consolidating financial statements for the Borrower and its Subsidiaries for the period and date covered by such financial statements; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Ultra Petroleum or any Subsidiary subsidiary of Ultra Petroleum with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Ultra Petroleum or any of its subsidiaries to its Ultra Petroleum’s shareholders generally, as the case may be; (f) promptly after Xxxxx’x or S&P shall have announced a change in the rating established for the Index Debt, written notice of such rating change; (g) at any time Investment Grade Status is not in effect (including if the Borrower has achieved Investment Grade Status, but subsequently loses Investment Grade Status), (i) on or before the later of (x) April 1 of each year, commencing April 1, 2012 (or such date promptly thereafter as reasonably possible based on the engineering and other information available to the Administrative Agent and the Lenders) or (y) 45 days after the date on which the Borrower ceases to have Investment Grade Status, as applicable, in each case, with respect to each Reserve Report prepared as of January 1 in connection with a Redetermination pursuant to Section 2.20(b), the Reserve Reports required pursuant to such Section 2.20(b); and (eii) not later than five (5) days after the date of any sale, transfer or other disposition of Oil and Gas Properties that are included in the calculation of Present Value, when aggregated with all other sales, transfers or other dispositions of Oil and Gas Properties since the most recent Redetermination of the Present Value, have a present value (calculated using the methodology used to determine the Present Value) in excess of 10% of the then-current Present Value, written notice of such sale, transfer or other disposition; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Borrower, any Subsidiary or any Unrestricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Documents required to be delivered by the Borrower pursuant to this Section 5.01(a) or 5.01(b) above and any information required to 5.01 may be delivered pursuant to Section 5.01(d) above by the Borrower electronically and shall be deemed to have been furnished so delivered on the date (i) on which the Borrower or Ultra Petroleum Corp. posts such documents or provides a link thereto on its website, or files such documents with the Securities and Exchange Commission, or (ii) on which such documents are posted on the Borrower’s or Parent’s behalf on IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent on have access (whether a commercial third-party website or whether sponsored by the date Administrative Agent), provided that in the case of documents posted or filed as provided in clause (i) or clause (ii), the Borrower shall notify the Administrative Agent of such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx posting or the website for the Borrowerfiling (which notice may be email).

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, F attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating the Total Leverage Ratio for the Measurement Period ending on the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01(b) and (c) as of the last day of the applicable Financial Covenantsfiscal quarter or fiscal year for which such financial statements are being delivered, (iv) setting forth the amount of Restricted Payments made pursuant to Section 6.04(viii) during the respective fiscal quarter or fiscal year and demonstrating compliance with such Section 6.04(viii) and (v) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.04 had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto, provided, that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on the investor relations page at xxxxx://xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; and (e) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) above and any information required to may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet on the investor relations page at xxxxx://xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website at xxx.xxx.xxx or whether sponsored by the website for the BorrowerAdministrative Agent).

Financial Statements; Ratings Change and Other Information. The Borrower will shall furnish to the Administrative Agent and each Lender:(for distribution to the Lenders): (a) within 100 ninety (90) days after the end of each fiscal calendar year, commencing with the calendar year of the Borrowerending December 31, its audited 2019, a consolidated balance sheet of the Consolidated Entities as at the last day of such calendar year, and related consolidated statements of income, retained earnings changes in equity and of cash flows as of the end of and Consolidated Entities for such calendar year, setting forth each prepared in each case accordance with GAAP, in comparative form the figures for the previous fiscal yearreasonable detail, all reported on and audited by KPMG BDO USA LLP or other independent certified public accountants accountant of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as otherwise reasonably satisfactory to the scope Administrative Agent, together with any management letters of BDO USA LLP or such audit) other independent certified public account addressed to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations any of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedConsolidated Entities; (b) within 55 sixty (60) days after the end of each of the first three fiscal calendar quarters of each fiscal year of calendar year, commencing with the Borrowercalendar quarter ending September 30, its 2019, a consolidated balance sheet of the Consolidated Entities as at the last day of such calendar quarter, and related consolidated statements of income retained earnings income, changes in equity and of cash flows as of the end of and Consolidated Entities for such fiscal quarter and the then elapsed portion of the fiscal yearcalendar quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis prepared in accordance with GAAP consistently applied, (except for the omission of notes and subject to normal year-end audit adjustments and the absence of footnotesadjustments); (c) concurrently within sixty (60) days after the end of each calendar year, commencing with any delivery of financial statements under clause (a) or (b) abovethe calendar year ending December 31, 2019, an annual consolidated operating budget for such calendar year with respect to all Real Properties and presented on a certificate of monthly basis, certified as true and complete by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsOfficer; (d) promptly within sixty (60) days after the same become publicly availableend of the first three calendar quarters of each calendar year, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary commencing with the Securities calendar quarter ending September 30, 2019, and Exchange Commissionwithin ninety (90) days after the end of each calendar year, or any Governmental Authority succeeding to any or all commencing with the calendar year ending December 31, 2019, (i) a duly completed Compliance Certificate and Borrowing Base Certificate, in each case, for the period then ending and (ii) a duly completed Property Worksheet as of the functions last day of said Commission, such calendar quarter or with any national securities exchange, and/or distributed by the Borrower to its shareholders generallycalendar year, as the case may beapplicable; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of one or more of the Borrower or any SubsidiaryConsolidated Entities (including but not limited to Property Financial Statements), or compliance with the terms of this Agreement, or the ownership and organizational structure of the Consolidated Entities (other than ownership of the REIT) as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 105 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09, 6.06, 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof which has affected or will affect the Borrower’s financial statements has occurred since the date of the most recent audited financial statements of Borrower delivered to the Administrative Agent hereunder and specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after As soon as available, but in any event within 15 days prior to the same become publicly availableend of the first fiscal quarter of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for such fiscal year; (e) concurrently with any delivery of financial statements under clause (a) or (b) above, copies of all periodic registration statements, all annual, quarterly or other regular reports and other reports, all proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as which have been filed or distributed since the case may bedate of the last delivery under this clause (e) or, with respect to the first such delivery under this clause (e), since the Effective Date; (f) promptly upon receipt thereof, a copy of any management letter submitted to the Borrower or any Subsidiary by independent certified public accountants with respect to the financial statements required to be delivered under clause (a) above; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Parent or the Borrower will furnish to the Administrative Paying Agent and each Lender: (a) as soon as available and in any event within 100 90 days after the end of each fiscal year of Parent, a copy of the Borrowerannual audit report for such year for Parent and its consolidated subsidiaries, its audited containing a consolidated balance sheet of Parent and related statements of income, retained earnings and cash flows its consolidated subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of Parent and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by an opinion by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) and certificates of a Financial Officer of Parent (i) as to compliance with the effect that terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently appliedthe financial statements accompanying such certificate; (b) as soon as available and in any event within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its a consolidated balance sheet of Parent and related statements of income retained earnings and cash flows its consolidated subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of Parent and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of Parent and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by a Financial Officer of Parent as having been prepared in accordance with GAAP, and certificates of a Financial Officer of Parent (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end ofof such fiscal quarter and (iii) stating whether any change in GAAP or in the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects application thereof has occurred since the financial condition and results of operations date of the Borrower last consolidated financial statements of Parent and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfinancial statements accompanying such certificate; (c) concurrently as soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of a Default or an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, in each case continuing on the date of such statement, a statement of a Financial Officer of Parent or the Borrower setting forth details of such Default, event, development or other circumstance (including the anticipated effect thereof) and the action that Parent or the Borrower has taken and proposes to take with respect thereto; (d) promptly after the sending thereof, copies of all reports that Parent or the Borrower sends to any delivery of financial statements under clause the holders of any class of its outstanding securities; (ae) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority or arbitrator affecting Parent or any Subsidiary of the type described in Section 3.05; (bf) aboveas soon as possible and in any event within five Business Days after any change in the then applicable Public Debt Rating, a certificate of a Financial Officer of Parent setting forth such Public Debt Rating; and (g) such other information respecting the Borrower business, condition (each, a “Compliance Certificate”financial or otherwise), in substantially the form operations, performance, properties or prospects of Exhibit B, (i) certifying Parent or any Subsidiary as any Lender through either Administrative Agent may from time to whether a Default has occurred time reasonably request. The Borrower and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) Parent also agree that promptly after the same become publicly availableany report or registration statement, copies of all periodic and other reportsthan a registration statement on Form S‑8 or any successor form thereto, proxy statements and other materials is filed by the Borrower Parent or any Subsidiary with the Securities and Exchange Commission, Commission or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not exchange a copy thereof will be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial informationmade available on Parent's website. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 by no later than five (5) Business Days after the earlier of the date on which such financial statements are required to be filed by the Borrower with the SEC and the date 90 days after the end of each fiscal year Fiscal Year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (it being agreed that the furnishing of the Borrower’s Annual Report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligation under this Section 5.10(a) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit); (b) within 55 by no later than five (5) Business Days after the earlier of the date on which such financial statements are required to be filed by the Borrower with the SEC and the date 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes (it being agreed that the furnishing of the Borrower’s Quarterly Report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Borrower’s obligations under this Section 5.01(b) with respect to such quarter); (c) concurrently with within ten (10) Business Days after any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) within ten (10) Business Days after any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, SEC or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; and, provided that the Borrower shall be deemed to have delivered the information referred to in clause (e), when it provides notice that such information has been posted on the Internet website of the SEC (hxxx://xxx.xxx.xxx), provided, further, if the Administrative Agent or a Lender requests such information to be delivered to it in hard copies, the Borrower shall furnish to the Agent or such Lender, as applicable, such information accordingly. (ef) promptly after Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for any Indebtedness of any Loan Party, written notice of such rating change; (g) Not later than the 20 days after the end of each month, a Borrowing Base Certificate, together with supporting schedules setting forth such information as the Administrative Agent may request with respect to the aging, value and other information relating to the computation of the Borrowing Base and the eligibility of any property or assets included in such computation, all prepared as of the close of business on the last day of each such month, in form and detail satisfactory to the Administrative Agent, and certified as true and correct by the chief financial officer of the Borrower. (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower Credit Parties will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of REIT, and not later than 10 days after the Borrowerfiling of REIT’s Form 10-K with respect to such fiscal year with the SEC, its REIT’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, together with all notes and supporting schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal yearyear which present fairly in all material respects the financial condition and results of operations of REIT and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, all certified by a Financial Officer of REIT (which may be included in the applicable Compliance Certificate) and reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) by Mxxx Axxxx LLP or other firm independent public accountants of recognized national standing, in any case which firm has authorized REIT to deliver such financial statements and report to the effect that such consolidated financial statements present fairly in all material respects Agent and the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedLenders; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of REIT, a pro-forma budget, including cash flow projections, for REIT and the Borrower, its for the following fiscal year; (c) within 45 days after the end of each Calendar Quarter, and not later than 10 days after the filing of REIT’s Form 10-Q with respect to such Calendar Quarter with the SEC, (i) such entity’s consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Calendar Quarter and the then elapsed portion of the fiscal year, together with all notes and supporting schedules thereto, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its REIT’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries each such entity on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Property in the Mortgaged Property Pool and all other properties of REIT and its Subsidiaries, detailing at a minimum, the property address, square footage, Net Operating Income for such Calendar Quarter, cost basis and Appraised Value (if applicable), and attaching rent rolls and operating statements for each Mortgaged Property as of the related Determination Date; (cd) concurrently with any the delivery thereof, copies of financial statements under clause all quarterly and annual reporting provided to the investors in REIT; (ae) or (b) above, within 45 days after the end of each Calendar Quarter a compliance certificate of a Financial Officer of REIT (each, a “ Compliance Certificate”) in the Borrower form of Exhibit B attached hereto, and a borrowing base certificate of a Financial Officer of REIT (each, a “Compliance Borrowing Base Certificate”), ) in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsG attached hereto; (df) promptly Within ten (10) days after the same become publicly availablefiling thereof for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by REIT, the Borrower or any Subsidiary with the Securities SEC (including registration statements and Exchange Commissionreports on Form 10-K, 10-Q and 8-K (or any Governmental Authority succeeding to any or all of the functions of said Commission, their equivalents)) or with any national securities exchange, and/or or distributed by REIT or the Borrower to its shareholders generally, as the case may be, provided, that this covenant may be satisfied by directing Agent and each Lender to the appropriate page of the SEC website; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries , including property operating statements, cash flow statements, and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.balance sheets..

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent on behalf of each Lender (and the Administrative Agent will make available to each Lender:): (a) as soon as available, but in any event within 100 ninety (90) days (or, so long as the Borrower is subject to the rules and regulations of the SEC, within the time periods specified in such rules and regulations; provided that such time period may not, in any event, exceed one hundred and twenty (120) days after the end of the applicable fiscal year) after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related financial statements of incomethe Borrower and its Subsidiaries on a consolidated basis, retained earnings including, but not limited to, statements of income and stockholders’ equity and cash flows as from the beginning of the current fiscal year to the end of such fiscal year and for the balance sheet as at the end of such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Xxxxx Xxxxxxxx or such other independent public accountants accounting firm of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied(without a “going concern” or like qualification or exception); provided that the requirements set forth in this clause (a) may be fulfilled by filing the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) as soon as available, but in any event within 55 forty-five (45) days (or, so long as the Borrower is subject to the rules and regulations of the SEC, within the time periods specified in such rules and regulations; provided that such time period may not, in any event, exceed sixty (60) days after the end of the applicable fiscal quarter) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated an unaudited balance sheet of the Borrower and related its Subsidiaries on a consolidated basis and unaudited statements of income retained earnings and stockholders’ equity and cash flows as of the Borrower and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of each fiscal quarter and for such fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth forth, with respect to the statement of income, in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous fiscal year, all certified by one the chief financial officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes; provided that the requirements set forth in this clause (b) may be fulfilled by filing the report of the Borrower with the SEC on Form 10-Q for the applicable fiscal quarter; (c) concurrently as soon as available, but in any event within sixty (60) days after the beginning of each fiscal year of the Borrower, a month by month (or quarterly) projected operating budget and cash flow of the Borrower and its Subsidiaries on a consolidated basis for such fiscal year (including an income statement and a balance sheet as at the end of the last month in each fiscal quarter), such projected operating budget and cash flow to be accompanied by a certificate signed by the president or chief financial officer of the Borrower to the effect that such projected operating budget and cash flow have been prepared consistent with any past budgets and financial statements and the assumptions on which such projected operating budget and cash flow were prepared are reasonable in all material respects at the time made; (d) within five (5) Business Days of the delivery of the financial statements under clause referred to in clauses (a) or and (b) above), a certificate of duly completed Compliance Certificate signed by a Financial Responsible Officer of the Borrower (eachwhich delivery may, unless the Administrative Agent, or a “Compliance Certificate”Lender requests executed originals, be by electronic communication including email and shall be deemed to be an original authentic counterpart thereof for all purposes), and in substantially the form event of Exhibit Bany change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Sections 6.12 and 6.13, (i) certifying as a statement of reconciliation conforming such financial statements to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto GAAP and (ii) setting forth reasonably detailed calculations demonstrating compliance a copy of management’s discussion and analysis with the applicable Financial Covenantsrespect to such financial statements; (de) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them; (f) promptly after the same become publicly are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and other reports, proxy special reports and registration statements and other materials filed by which the Borrower may file or any Subsidiary be required to file with the Securities and Exchange Commission, SEC under Section 13 or any Governmental Authority succeeding to any or all 15(d) of the functions Securities Exchange Act of said Commission1934, or with any national securities exchange, and/or distributed and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (g) promptly after the furnishing thereof, copies of any material statement or material report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 5.01; (h) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of the Borrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify; (i) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof, in each case excluding routine or immaterial notices; (j) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect; (k) as soon as available, but in any event within sixty (60) days after the end of each fiscal year of the Borrower, updated schedules to the Security Agreement; (l) within five (5) Business Days of the delivery of the financial statements referred to in clauses (a) and (b), and at any time upon the reasonable request of the Administrative Agent, a Satellite health report prepared by the Borrower and certified by a Responsible Officer of the Borrower setting forth the operational status of each Satellite (other than Satellites yet to its shareholders generally, be launched) based on reasonable assumptions of the Borrower made in good faith and including information with respect to the availability of spare Satellites (if any) and such other information pertinent to the operation of such Satellite and the transponders thereon (if any) as the case Administrative Agent may bereasonably request; (m) promptly after receipt, notice or furnishing thereof, (i) any lapse or other termination of any consent (including any material Communications License) issued to the Borrower or any of its Subsidiaries by any Governmental Authority or any other Person that is material to the operation of the Borrower’s and its Subsidiaries’ business (taken as a whole), (ii) any refusal by any Governmental Authority or any other Person to renew or extend any such consent, (iii) the acquisition of any material Communications License, (iv) copies of any periodic or special reports filed by the Borrower or any of its Subsidiaries with any Governmental Authority or Person, if such reports indicate any material change in the business, operations, affairs or condition of the Borrower and its Subsidiaries (taken as a whole), or if copies thereof are requested by the Administrative Agent; and (v) copies of any material notices and other communications from any Governmental Authority or Person which specifically relate to the Borrower or any of its Subsidiaries; and (en) promptly following any request thereforpromptly, such other additional information regarding the operationsbusiness, business financial, legal or corporate affairs and financial condition of the Borrower any Loan Party or any SubsidiarySubsidiary thereof, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; provided that . In addition, the Borrower shall not be shall, annually, at a time mutually agreed with the Administrative Agent that is promptly after the delivery of the information required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a), participate in a meeting (which may be by teleconference) or 5.01(b) above with the Lenders to discuss the financial condition and any information required results of operations of the Borrower and its Subsidiaries for the most recently ended period for which financial statements have been delivered. Notwithstanding anything in this Section 5.01 to be delivered pursuant to Section 5.01(d) above the contrary, the Borrower shall be deemed to have been furnished satisfied the requirements of Sections 5.01(a), (b) and (f) if the reports and documents are publicly available when required to be filed on XXXXX at the Administrative Agent on xxx.xxx.xxx website or any successor service provided by the date that such financial statement SEC or other information is posted on website of the SEC’s website at xxx.xxx.xxx or the website Borrower maintained for the Borrowerits investors.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within before the earlier of (i) 100 days after the end of each fiscal year of the BorrowerBorrower and (ii) 10 days after filing with the Securities and Exchange Commission is required, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings common stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Pricewaterhouse Coopers L.L.P. or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, that (x) if the Borrower has timely made its Annual Report on Form 10-K available on "XXXXX" and/or on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxxxx.xxx) and complied with the last grammatical paragraph of this Section 5.01 in respect thereof, and (y) if said Annual Report contains such consolidated balance sheet and related statements of operations, common stockholders' equity and cash flows, and the report thereon of such independent public accountants (without qualification or exception, and to the effect, as specified above), then the Borrower shall be deemed to have satisfied the requirements of this clause (a); (b) within 55 before the earlier of (i) 50 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower and (ii) five days after filing with the Securities and Exchange Commission is required, its consolidated balance sheet and related statements of income retained earnings operations, common stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, however, that (x) if the Borrower has timely made its Quarterly Report on Form 10-Q available on "XXXXX" and/or on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxxxx.xxx) and complied with the last grammatical paragraph of this Section 5.01 in respect thereof, and (y) if said Quarterly Report contains such consolidated balance sheet and related statements of operations, common stockholders' equity and cash flows, and such certifications, then the Borrower shall be deemed to have satisfied the requirements of this clause (b); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01, and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof that has an effect on the financial statements of the Borrower or on the calculation of the financial covenants pursuant to Section 6.01 has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate or on such financial covenant calculations; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate (which certificate may be limited to the extent required by accounting rules or guidelines) of the accounting firm that reported on such financial statements stating (i) whether they obtained knowledge during the course of their examination of such financial statements of any Default (provided, however, that such accountants shall not be liable to anyone by reason of their failure to obtain knowledge of any Default which would not be disclosed in the course of an audit conducted in accordance with GAAP) and (ii) confirming the calculations set forth in the certificate delivered simultaneously therewith pursuant to clause (c) above; (e) without duplication of any other requirement of this Section 5.01, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; (f) promptly after Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) within five Business Days after any officer of the Borrower obtains knowledge of any Default, if such Default is then continuing, a certificate of the Financial Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to Section 5.01(a) ), 5.01(b), or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d5.01(e) above shall be deemed to have been furnished delivered on the date on which the Borrower provides notice to the Administrative Agent on the date that such financial statement or other information is has been posted on the SEC’s website at xxx.xxx.xxx "XXXXX" or the Borrower's website for or another website identified in such notice and accessible by the BorrowerAdministrative Agent and the Lenders without charge (and the Borrower hereby agrees to provide such notice); provided that such notice may be included in a certificate delivered pursuant to Section 5.01(c).

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 100 no later than 30 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 no later than 30 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, CREDIT AGREEMENT setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently simultaneously with any the delivery of the financial statements under clause referred to in subsections (a) or (b) above, a copy of the certification signed by the principal executive officer and the principal financial officer of the Company (each, a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officers as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period; (d) concurrently with any delivery of financial statements under Section 5.01(a) and Section 5.01(b), a certificate of a Financial Officer of the Borrower Company, substantially in the form attached hereto as Exhibit D (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with each of the Financial Covenants set forth in Section 6.14, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iv) with respect to any Compliance Certificate delivered prior to the Investment Grade Rating Date, (A) setting forth reasonably detailed calculations demonstrating the Leverage Ratio Ex-MOCL as of the last day of the fiscal quarter for such financial statements, and stating whether a MOCL Guarantee Trigger Event has occurred (and attaching thereto consolidating financial statements, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating the portion of Consolidated EBITDA attributable to the Excluded MOCL Entities), (B) specifying the identity of each Required Subsidiary Guarantor, Material Subsidiary, Guarantor and Excluded Canam Entity as of the end of such fiscal quarter or fiscal year, as applicable Financial Covenants(and including reasonable detail, in form and substance satisfactory to the Administrative Agent, with respect thereto), as the case may be, (C) to the extent necessary pursuant to the definition of “Required Subsidiary Guarantor” and/or “Material Subsidiary”, as applicable, designating sufficient additional Subsidiaries as Required Subsidiary Guarantors or Material Subsidiaries, respectively, so as to comply with the definition of “Required Subsidiary Guarantor” or “Material Subsidiary”, respectively and (D) specifying the amount of cash dividends declared and paid by Canam to the Loan Parties pursuant to Section 5.18 for each fiscal quarter or fiscal year, as applicable (and including reasonably detailed backup information, in form and substance satisfactory to the Administrative Agent, with respect thereto); (de) prior to the Investment Grade Rating Date, as soon as available, and in any event within 60 days after the beginning of each fiscal year of the Company, an annual forecast with respect to such fiscal year and the immediately succeeding fiscal year; CREDIT AGREEMENT (f) concurrently with any delivery of financial statements under Section 5.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 5.06, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies; (g) prior to the Investment Grade Rating Date, concurrently with any delivery of financial statements under Section 5.01(a) or, solely for each fiscal quarter of the Company ending on June 30 of each year, Section 5.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of a recent date, a true and complete list of all Hedging Agreements of the Company and each Subsidiary, the material terms thereof (including the type, term effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not otherwise previously disclosed pursuant to this Section 5.01(g), any margin required or supplied under any credit support document, and the counterparty to each such agreement; provided that, to the extent all information required to be delivered pursuant to this Section 5.01(g) has otherwise been made available for review by the Lenders on the Company’s website at http://wxx.xxxxxxxxxxxxx.xxx xx xx xttp://wxx.xxx.xxx, xxx xxquirements of this Section 5.01(g) shall be satisfied upon delivery of a certificate of a Financial Officer (i) notifying the Administrative Agent and the Lenders that such information has been made available on one or both of the above websites and (ii) certifying that such information constitutes a true and complete list of all Hedging Agreements of the Company and each Subsidiary; (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Company to its shareholders generally, as the case may be; (i) prior to the Investment Grade Rating Date, prompt written notice, and in any event within five Business Days, of the occurrence of any Casualty Event having a fair market value in excess of $25,000,000 or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event having a fair market value in excess of $25,000,000; (j) promptly after the Rating Agencies shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ek) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that request and (ii) information and documentation reasonably requested by the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower Administrative Agent or any Lender for purposes of its Subsidiaries compliance with applicable “know your customer” and their respective businesses anti-money laundering rules and not constituting financial information. (f) Any financial statements regulations, including the Patriot Act and the Beneficial Ownership Regulation. CREDIT AGREEMENT Information required to be delivered pursuant to Section 5.01(a), (b), (c), or (e) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent delivered on the date that on which (i) such financial statement or other information is posted actually available for review by the Lenders on the SECCompany’s website at xxx.xxx.xxx http://wxx.xxxxxxxxxxxxx.xxx xx xx xttp://wxx.xxx.xxx, xxx (xi) the Company provides notice to the Lenders that such information is available and designates one or both of the website for the Borrowerabove websites on which such information is located.

Financial Statements; Ratings Change and Other Information. The Borrower CFC will furnish to the Managing Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of CFC, (i) the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows of CFC and its subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearyear in comparative form, all which consolidated financial statements shall be reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (ii) the consolidated balance sheet and related statements of operations, stockholders' equity and cash flows of CHL and its subsidiaries as of the end of and for such year, which consolidated financial statements shall be certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CHL and its subsidiaries on a consolidated basis in accordance with GAAP consistently applied subject to the absence of footnotes; and (iii) the unaudited consolidating balance sheet and related statement of operations of CFC and its Subsidiaries as of the end of and for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its subsidiaries on a consolidating basis in accordance with GAAP consistently applied subject to the absence of footnotes; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of CFC, (i) the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows of each of CFC and its Subsidiaries and CHL and its subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each the case in comparative form of CFC and its Subsidiaries the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear in comparative form, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries or CHL and its subsidiaries, as the case may be, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and (ii) the consolidating balance sheet and related statement of operations of CFC and its Subsidiaries as of the end and for such fiscal quarter and the then elapsed portion of the fiscal year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its Subsidiaries, on a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, CFC (i) certifying as to whether a Default or Event of Default has occurred and is continuing and, if a Default or Event of Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsConsolidated Net Worth of each of CFC and CHL and the respective requirements of Section 6.01 therefor and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reportscurrent reports filed on Forms 10-K, 10-Q and 8-K (or successor forms), all proxy statements and all registration statements (other materials than those filed on Form S-8) filed by the Borrower CFC or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower CFC to its shareholders generally, as the case may be; (e) promptly after Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower CFC, CHL or any Subsidiaryof their respective subsidiaries, or compliance with the terms of this AgreementAgreement or any of the other Loan Documents, as the Managing Administrative Agent or any Lender may reasonably request. Any delivery required to be made pursuant to Section 5.01(a), (b) or (d) shall be deemed to have been made on the date on which CFC posts such delivery on the Internet at the website of CFC or when such delivery is posted on the SEC's website on the Internet at xxx.xxx.xxx; provided that the Borrower shall not be required with respect to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements delivery required to be delivered made pursuant to Section 5.01(a) or 5.01(b(b), CFC shall have given notice (including electronic notice) above and of any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished such posting to the Administrative Agent on Lenders, which notice shall include a link to the date applicable website to which such posting was made; provided, further, that CFC shall deliver paper copies of any delivery referred to in Section 5.01(a) or (b) to any Lender that requests CFC to deliver such financial statement or other information paper copies until notice to cease delivering such paper copies is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrowergiven by such Lender.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09, 6.06, 6.09, 6.10, and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof which has affected or will affect the Borrower's financial statements has occurred since the date of the most recent audited financial statements of Borrower delivered to the Administrative Agent hereunder and specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after As soon as available, but in any event within 15 days before the same become publicly availablebeginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the forthcoming fiscal year; (e) concurrently with any delivery of financial statements under clause (a) or (b) above, copies of all periodic registration statements, all annual, quarterly or other regular reports and other reports, all proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as which have been filed or distributed since the case may bedate of the last delivery under this clause (e) or, with respect to the first such delivery under this clause (e), since the Effective Date; (f) promptly upon receipt thereof, a copy of any management letter submitted to the Borrower or any Subsidiary by independent certified public accountants with respect to the financial statements required to be delivered under clause (a) above; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender, including their Public-Xxxxxx: (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such auditaudit except for qualifications resulting solely from the Obligations being classified as short term indebtedness during the one year period prior to the Maturity Date) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower Parent will furnish to the Administrative Agent and each Lender: (a) within 100 90 days (or such earlier date as the Parent may be required to file, after giving effect to any applicable extensions that have been granted, its applicable annual report by the rules and regulations of the SEC or any applicable stock exchange) after the end of each fiscal year Fiscal Year of the BorrowerParent, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated and consolidating financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied; (b) within 55 45 days (or such earlier date as the Parent may be required to file, after giving effect to any applicable extensions that have been granted, its applicable quarterly report by the rules and regulations of the SEC or any applicable stock exchange) after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerParent, its commencing with the Fiscal Quarter ending March 31, 2012, the consolidated balance sheet and related statements of income retained earnings operations and cash flows for the Parent and the Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Quarter, all certified by one of its Financial Fxxxx-cial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with within ten Business Days of any delivery of financial statements under clause (a) or above and within five Business Days of any delivery of financial statements under clause (b) above, a certificate on behalf of the Parent from a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Parent (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.09(a)(i), 6.04(f), 6.12, 6.13, 6.14 and 6.15, (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iv) describing in reasonable detail any identified material weaknesses, if any, in the design or operation of the internal controls over the financial reporting of the Parent and its Subsidiaries and any progress made since the last such certificate in addressing and curing any such material weaknesses; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Parent or any Subsidiary with the Securities and Exchange Commission, SEC or any Governmental Authority succeeding to any or all of successor agency, the functions of said CommissionToronto Stock Exchange, NASDAQ or with any national other securities exchange, and/or or distributed by the Borrower Parent to its shareholders generally, as the case may be; and; (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent Agent, the Issuing Bank and each Lender: (a) within 100 Within 15 days following the date on which Ultra Petroleum submits or files with the Securities and Exchange Commission, but in any event not later than 90 days after the end of each fiscal year of the BorrowerUltra Petroleum, its Ultra Petroleum’s audited consolidated (and, for the Borrower and its Subsidiaries and Unrestricted Subsidiaries, consolidating) balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all such consolidated statements to be reported on by KPMG Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Ultra Petroleum and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 Within 15 days following the date on which Ultra Petroleum submits or files with the Securities and Exchange Commission, but in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of Ultra Petroleum, Ultra Petroleum’s consolidated (and, for the BorrowerBorrower and its Subsidiaries and Unrestricted Subsidiaries, its consolidated consolidating) balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Ultra Petroleum and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially form and substance reasonably acceptable to the form of Exhibit B, Administrative Agent (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.09, (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iv) stating whether the Borrower or any of its Subsidiaries has any Material Gas Imbalances; (d) [Intentionally Omitted]; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Ultra Petroleum or any Subsidiary subsidiary of Ultra Petroleum with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Ultra Petroleum or any of its subsidiaries to its Ultra Petroleum’s shareholders generally, as the case may be; (f) promptly after Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (eg) at any time Investment Grade Status is not in effect (including if the Borrower has achieved Investment Grade Status, but subsequently loses Investment Grade Status) (i) on or before the later of (x) April 1 of each year, commencing April 1, 2008 (or such date promptly thereafter as reasonably possible based on the engineering and other information available to the Administrative Agent and the Lenders) or (y) 30 days after the date on which the Borrower ceases to have Investment Grade Status, as applicable, in each case, with respect to each Reserve Report prepared as of January 1 in connection with a Redetermination pursuant to Section 2.20(b), the Reserve Reports required pursuant to such Section 2.20(b), and (ii) on or before the date specified by the Administrative Agent with respect to each Reserve Report prepared in connection with a Redetermination pursuant to Section 2.20(c), the Reserve Reports required pursuant to such Section 2.20(c); (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Borrower, any Subsidiary or any Unrestricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower Parent will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 100 120 days (or, if earlier, the date that is fifteen (15) days after the reporting date for such information required by the SEC) after the end of each fiscal year of the BorrowerParent, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any material qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and in any event within 55 60 days (or, if earlier, the date that is fifteen (15) days after the reporting date for such information required by the SEC) after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Parent as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Parent (i) certifying as to whether a Default that has not been disclosed in any prior Compliance Certificate (unless such Default exists anew or continues to exist at such time, in which case it shall be included on such Compliance Certificate) has occurred and is continuing and, if a such Default has occurred and is continuingor exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed quarterly calculations of the financial covenants set forth in, and demonstrating compliance with, Sections 7.08(a) and (b), (iii) stating whether any Material Acquisition has occurred during the period covered by such financial statements and, if so, setting forth the changes to the amounts referred to in Section 7.05(d) as a result of each such Material Acquisition, together with a reasonably detailed explanation of the applicable calculation of such changes and (iv) stating whether any change in GAAP or in the application thereof that has not been disclosed in any prior Compliance Certificate has occurred since the date of the Audited Financial CovenantsStatements referred to in Section 5.04 that would be relevant in the calculation of any of the financial covenants set forth in Sections 7.08(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a report from the accounting firm that reported on such financial statements, stating that (i) the financial information in the certificate prepared by a Financial Officer of the Parent pursuant to clause (c) above has been accurately extracted from the sources identified therein and, where applicable, agrees with the underlying accounting records, (ii) the calculations of the financial covenants in Sections 7.08(a) and (b) set forth in such certificate are arithmetically correct and (iii) the financial information set forth in such certificate is, as to elements and composition, presented in accordance with the relevant accounting definitions set forth in Section 1.01; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Parent or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Parent to its shareholders generally, as the case may be; (f) promptly after S&P or Mxxxx’x shall have announced a change in the Debt Rating, written notice of such change; (g) promptly following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Documents required to be delivered pursuant to Section 5.01(a6.01(a), (b) or 5.01(b(e) above and (to the extent any information required to such documents are included in materials otherwise filed with the SEC) may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished delivered on the date (i) on which the Parent or the Borrower posts such documents, or provides a link thereto on the Parent’s or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; (ii) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EXXXX); or (iii) on which such documents are posted on the Parent’s or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent or the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon the written request of such Person and until a written request to cease delivering paper copies is given by such Person and (ii) the Parent or the Borrower, as applicable, shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent and the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each of the Parent and the Borrower hereby acknowledges that (a) the Administrative Agent and/or one or more of the Agents will make available to the Lenders and each L/C Issuer materials and/or information provided by or on behalf of the Parent or the Borrower, as applicable, hereunder and under the other Loan Documents (collectively, the “Parent and Borrower Materials”) by posting the Parent and Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent, the Borrower or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of the Parent and the Borrower hereby agrees that (w) all Parent and Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the date first page thereof; (x) by marking Parent and Borrower Materials “PUBLIC,” the Parent and the Borrower shall be deemed to have authorized the Agents, each L/C Issuer and the Lenders to treat such Parent and Borrower Materials as not containing any material non-public information with respect to the Parent, the Borrower or their respective securities for purposes of United States Federal and state securities Laws (provided that to the extent such financial statement or other information is posted Parent and Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Parent and Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Agents shall be entitled to treat any Parent and Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the SEC’s website at xxx.xxx.xxx or Platform not designated “Public Side Information”. Notwithstanding the website for foregoing, the BorrowerBorrower shall not be under any obligation to mxxx any Parent and Borrower Materials “PUBLIC”.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 30 days after the end of date in each fiscal year on which the Borrower is required to file its Annual Report on Form 10-K with the Securities and Exchange Commission, (i) such Annual Report on Form 10-K of the Borrower, and (ii) its audited consolidated balance sheet and the related consolidated statements of incomeresults of operations, retained earnings shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a Consolidated basis; provided, however, that (x) the Borrower shall be deemed to have furnished said Annual Report on Form 10-K for purposes of clause (i) if it shall have timely made the same available on "EDGAR" and/or on its home page on the worldwide web (at the xxxx of this Agreement located at www.sysco.com) and complied with Section 5.01(e) in respect xxxxxxx, xxx (y) if said Annual Report on Form 10-K contains such consolidated basis in accordance balance sheet and such consolidated statements of results of operations, shareholders' equity and cash flows, and the report thereon of such independent public accountants (without qualification or exception, and to the effect, as specified above), the Borrower shall not be required to comply with GAAP consistently appliedclause (ii); (b) within 55 30 days after the end of each of the first three fiscal quarters of date in each fiscal year on which the Borrower is required to file a Quarterly Report on Form 10-Q with the Securities and Exchange Commission, (i) such Quarterly Report on Form 10-Q of the Borrower, and (ii) its consolidated balance sheet and related consolidated statements of income retained earnings results of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedConsolidated basis, subject to normal year-end audit adjustments and the absence of footnotes; provided, however, that (x) the Borrower shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of clause (i) if it shall have timely made the same available on "EDGAR" and/or on its home page on the worldwide web (at the xxxx of this Agreement located at www.sysco.com) and complied with Section 5.01(e) in respect xxxxxxx, xxx (y) if said Quarterly Report on Form 10-Q contains such consolidated balance sheet and consolidated statements of results of operations and cash flows, and such certifications, the Borrower shall not be required to comply with clause (ii); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.03 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting and auditing rules or guidelines); (e) promptly after the same become publicly available, copies (whether on "EDGAR" or the Borrower's homepage on the worldwide web or otxxxxxse), notice to the Administrative Agent of the filing of all periodic and other reports, proxy statements and other materials required to be filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may bebe (and in furtherance of the foregoing, the Borrower will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of the Borrower's home page on the worldwide web); (f) promptly after Moody's or S&P shall have announced a change in the rating exxxxxxxhed or deemed to have been established for the Index Debt, written notice of such rating change; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerBorrower (or such lesser number of days within which the Borrower shall be required to file its Annual Report on Form 10-K for such fiscal year with the SEC), its the audited consolidated balance sheet and related statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or such lesser number of days within which the Borrower shall be required to file its Quarterly Report on Form 10-Q for such fiscal quarter with the SEC), its the consolidated balance sheet and related statements of income retained earnings income, shareholders' equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) aboveof this Section, (I) a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05 and (II) if there shall have been any material change in GAAP or in the applicable application thereof that applies to the Borrower or any Subsidiary since the date of the audited financial statements referred to in Section 3.04(a) (unless such change shall theretofore have been notified under this subclause (II)), a notification from a Financial CovenantsOfficer as to such change, specifying the effect of such change on the financial statements accompanying such notification; (d) concurrently with any delivery of financial statements under clause (a) of this Section, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly (i) after the same become publicly availablefiling thereof, copies of all periodic and other reports, proxy periodic and other certifications of the chief executive officer and chief financial officer of the Borrower, registration statements and other publicly available materials filed by the Borrower or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commissionthe SEC, or with any national securities exchangeexchange (other than any exhibits to any of the foregoing which are too voluminous to furnish and which are made available by the Borrower or any of its Subsidiaries on such Person's website and any registration statement on Form S-8 or its equivalent) and (ii) after the distribution thereof, and/or copies of all financial statements, reports, proxy statements and other materials distributed by the Borrower to its shareholders generally; (f) promptly after Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, as the case may bewritten notice of such rating change; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The At any time after the Effective Date, the Revolving Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 100 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the end of each fiscal year Fiscal Year of the BorrowerCompany ending after the Effective Date, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, if any, all reported on by KPMG Ernst and Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (except as may be indicated in the notes thereto); (b) within 55 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany, beginning with the first Fiscal Quarter ending after the Effective Date, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, if any, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with with, or within five Business Days after, any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Revolving Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after Xxxxx’x or S&P shall have announced a change in the same become publicly availablerating established or deemed to have been established for the Index Debt, copies written notice of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may besuch rating change; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to this Section 5.01(a) 5.01 shall be deemed to have been delivered if such information, or 5.01(b) above and any information one or more annual reports containing such information, shall be available on the web site of the SEC at xxxx://xxx.xxx.xxx or on the Company’s web site at xxxx://xxx.xxxxxxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The Borrower will agrees to furnish to the Administrative Agent and for distribution to each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerBorrower (beginning with the fiscal year in which the Closing Date occurs), its audited consolidated balance sheet and related statements of income, retained earnings comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG PricewaterhouseCoopers LLP or other independent registered public accountants accounting firm of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (beginning with the fiscal quarter in which the Closing Date occurs), its consolidated balance sheet and related statements of income retained earnings income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, ) (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuingcontinuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12, (iii) stating whether any Designated Material Debt remains outstanding on the applicable Financial Covenantsdate that such Compliance Certificate is delivered, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.12 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation, (v) if any Excluded Venture was a consolidated subsidiary of the Borrower during the period covered by such financial statements delivered pursuant to Section 5.01(a) or Section 5.01(b), then, to the extent not already provided in connection with clause (ii) above, information reconciling Consolidated EBITDA for the period covered thereby to net income (loss) reported for such period and indicating the amount of Debt (as defined in the definition of Consolidated Total Debt) of Excluded Ventures that is reflected in the financial statements but not included in the calculation of the ratio referred to in Section 6.12, (vi) the names of all Subsidiaries that are Excluded Ventures as of the date of the financial statements being delivered, and (vii) if, during the period covered by such financial statements, any Subsidiary was designated or deemed designated as an Excluded Venture pursuant to Section 5.12(a) or Section 5.12(e) or any Excluded Venture was designated as a Subsidiary pursuant to Section 5.12(b), certifying that at the time of such designation or deemed designation, the conditions described in Section 5.12(a) or Section 5.12(b), as applicable, were satisfied; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; and; (e) promptly (i) upon the Borrower obtaining a rating for its Index Debt from Xxxxx’x, S&P or Fitch, written notice thereof and (ii) after Xxxxx’x, S&P or Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Borrower shall not be Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required to deliver confidential by the Act and information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements described in Section 10.15. Information required to be delivered pursuant to Section 5.01(a4.01(i) or 5.01(bclause (a), (b) above and any information or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The U.S. Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 days after the end of each fiscal year A copy of the U.S. Borrower, its ’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; , as soon as available, but in any event within the earlier of (bi) within 55 90 days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower or (ii) five (5) Business Days after the filing of such financial statements with the SEC; (b) A copy of the U.S. Borrower, its ’s consolidated balance sheet and related statements of income retained earnings operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, as soon as available, but in any event within the earlier of (i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower or (ii) five (5) Business Days after the filing of such financial statements with the SEC; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”)U.S. Borrower, in substantially a form acceptable to the form of Exhibit BAdministrative Agent, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenants; (d) promptly after application thereof has occurred since the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all date of the functions audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of said Commission, or with any national securities exchange, and/or distributed by such change on the Borrower to its shareholders generally, as the case may befinancial statements accompanying such certificate; and (ed) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the U.S. Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any . All financial statements required referred to be delivered pursuant to in Section 5.01(a) or 5.01(band (b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to delivered upon the filing of such financial statements by the Borrower through the SEC’s XXXXX system or publication by the Borrower of such financial statements on its website and the receipt by the Administrative Agent on of electronic notice from the date that Borrower with a link to such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrowerstatements.

Financial Statements; Ratings Change and Other Information. The Borrower Parent will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 100 120 days (or, if earlier, the date that is fifteen (15) days after the reporting date for such information required by the SEC) after the end of each fiscal year of the BorrowerParent, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any material qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and in any event within 55 60 days (or, if earlier, the date that is fifteen (15) days after the reporting date for such information required by the SEC) after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Parent as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Parent (i) certifying as to whether a Default that has not been disclosed in any prior Compliance Certificate (unless such Default exists anew or continues to exist at such time, in which case it shall be included on such Compliance Certificate) has occurred and is continuing and, if a such Default has occurred and is continuingor exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations of the financial covenants set forth in, and demonstrating compliance with with, Sections 7.08(a) and (b), (iii) stating whether any Material Acquisition has occurred during the applicable Financial Covenantsperiod covered by such financial statements and, if so, setting forth the changes to the amounts referred to in Section 7.05(d) as a result of each such Material Acquisition, and a reasonably detailed explanation of the calculation of such changes and (iv) stating whether any change in GAAP or in the application thereof that has not been disclosed in any prior Compliance Certificate has occurred since the date of the audited financial statements referred to in Section 5.04 that would be relevant in the calculation of any of the financial covenants set forth in Sections 7.08(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a report from the accounting firm that reported on such financial statements, stating that (i) the financial information in the certificate prepared by a Financial Officer of the Parent pursuant to clause (c) above has been accurately extracted from the sources identified therein and, where applicable, agrees with the underlying accounting records, (ii) the calculations of the financial covenants in Sections 7.08(a) and (b) set forth in such certificate are arithmetically correct and (iii) the financial information set forth in such certificate is, as to elements and composition, presented in accordance with the relevant accounting definitions set forth in Section 1.01; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Parent or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Parent to its shareholders generally, as the case may be; (f) promptly after S&P or Xxxxx’x shall have announced a change in the Debt Rating, written notice of such change; (g) promptly following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Documents required to be delivered pursuant to Section 5.01(a6.01(a), (b) or 5.01(b(e) above and (to the extent any information required to such documents are included in materials otherwise filed with the SEC) may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished delivered on the date (i) on which the Parent or the Borrower posts such documents, or provides a link thereto on the Parent’s or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent or the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon the written request of such Person and until a written request to cease delivering paper copies is given by such Person and (ii) the Parent or the Borrower, as applicable, shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent and the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each of the Parent and the Borrower hereby acknowledges that (a) the Administrative Agent and/or one or more of the Book Managers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Parent or the Borrower, as applicable, hereunder (collectively, “Parent and Borrower Materials”) by posting the Parent and Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent, the Borrower or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of the Parent and the Borrower hereby agrees that (w) all Parent and Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the date first page thereof; (x) by marking Parent and Borrower Materials “PUBLIC,” the Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Book Managers, the L/C Issuer and the Lenders to treat such Parent and Borrower Materials as not containing any material non-public information with respect to the Parent, the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such financial statement or other information is posted Parent and Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Parent and Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Book Managers shall be entitled to treat any Parent and Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the SEC’s website at xxx.xxx.xxx or Platform not designated “Public Side Information”. Notwithstanding the website for foregoing, the BorrowerBorrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements; Ratings Change and Other Information. The FDSI or the Borrower will furnish to the Administrative Paying Agent and each Lender: (a) as soon as available and in any event within 100 90 days after the end of each fiscal year of FDSI, a copy of the Borrowerannual audit report for such year for FDSI and its consolidated subsidiaries, its audited containing a consolidated balance sheet of FDSI and related statements of income, retained earnings and cash flows its consolidated subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of FDSI and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by an opinion by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) and certificates of a Financial Officer of FDSI (i) as to compliance with the effect that terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower FDSI and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently appliedthe financial statements accompanying such certificate; (b) as soon as available and in any event within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerFDSI, its a consolidated balance sheet of FDSI and related statements of income retained earnings and cash flows its consolidated subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of FDSI and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of FDSI and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by a Financial Officer of FDSI as having been prepared in accordance with GAAP, and certificates of a Financial Officer of FDSI (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end ofof such fiscal quarter and (iii) stating whether any change in GAAP or in the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects application thereof has occurred since the financial condition and results of operations date of the Borrower last consolidated financial statements of FDSI and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfinancial statements accompanying such certificate; (c) concurrently as soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of a Default or an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, in each case continuing on the date of such statement, a statement of a Financial Officer of FDSI or the Borrower setting forth details of such Default, event, development or other circumstance (including the anticipated effect thereof) and the action that FDSI or the Borrower has taken and proposes to take with respect thereto; (d) promptly after the sending thereof, copies of all reports that FDSI or the Borrower sends to any delivery of financial statements under clause the holders of any class of its outstanding securities; (ae) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority or arbitrator affecting FDSI or any Subsidiary of the type described in Section 3.05; (bf) aboveas soon as possible and in any event within five Business Days after any change in the then applicable Public Debt Rating, a certificate of a Financial Officer of FDSI setting forth such Public Debt Rating; and (g) such other information respecting the Borrower business, condition (each, a “Compliance Certificate”financial or otherwise), in substantially the form operations, performance, properties or prospects of Exhibit B, (i) certifying FDSI or any Subsidiary as any Lender through either Administrative Agent may from time to whether a Default has occurred time reasonably request. The Borrower and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) FDSI also agree that promptly after the same become publicly availableany report or registration statement, copies of all periodic and other reportsthan a registration statement on Form S‑8 or any successor form thereto, proxy statements and other materials is filed by the Borrower FDSI or any Subsidiary with the Securities and Exchange Commission, Commission or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not exchange a copy thereof will be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial informationmade available on FDSI's website. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (and each Lender:the Administrative Agent will forward such copies to the Lenders): (a) as soon as available and in any event within 100 105 days after the end of each fiscal year of the Borrower, or 15 days after the date on which its annual report for such fiscal year is required to be filed with the SEC, whichever is later, audited consolidated balance sheet and related statements of income, retained earnings income and cash flows of the Borrower and the Subsidiaries for such year and the related consolidated balance sheets as of the end of and for such year, setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding fiscal year, all reported on and accompanied by KPMG LLP or other an opinion of independent public accountants of recognized national standing (without a “going concern” or like qualificationselected by the Borrower, commentary or exception and without which opinion shall not contain any qualification or exception as to the scope of such audit) to audit and shall state that the effect that such consolidated financial statements fairly present fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its consolidated the Subsidiaries on a consolidated basis as of the end of, and for, such fiscal year and have been prepared in accordance with GAAP GAAP, consistently appliedapplied (except where noted); (b) as soon as available and in any event within 55 60 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year of the Borrower, or 15 days after the date on which its quarterly report for such fiscal quarterly period is required to be filed with the SEC, whichever is later, consolidated balance sheet and related statements of income retained earnings of the Borrower and the Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, consolidated statements of cash flows of the Borrower and the Subsidiaries from the beginning of the applicable fiscal year to the end of such period and the related consolidated balance sheets as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearperiod, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period or periods of (or, in the preceding fiscal year, accompanied by a certificate of an Authorized Officer, which certificate shall state that the financial statements fairly present in all material respects the consolidated financial condition and results of operations, as the case may be, of the balance sheetBorrower and the Subsidiaries in accordance with GAAP, consistently applied (except where noted), as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedfor, such period (subject to normal year-end audit adjustments and the absence of footnotes); (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial an Authorized Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.09 and 6.10 (including, without limitation, a listing of any Indebtedness for borrowed money of the applicable Financial CovenantsBorrower or any of its Subsidiaries that has been disregarded for purposes of the determination of Consolidated Total Indebtedness pursuant to the proviso contained in the definition thereof set forth in Section 1.01) and (iii) stating whether any change in GAAP or in the application thereof not disclosed in any prior such certificate has occurred since December 31, 2009 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly upon their becoming available, copies of all registration statements (other than on Form S-8 or any successor form) and regular periodic and other reports, if any, that the Borrower or any Subsidiary shall have filed pursuant to Section 13(a) or 15 of the Exchange Act with the SEC (or any governmental agency substituted therefor) or with any national securities exchange; (e) promptly upon the mailing thereof to the shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements and other materials so mailed; (f) promptly upon their becoming available, copies of all current reports on Form 8-K filed by the Borrower or any Subsidiary with the Securities SEC, and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or similar reports filed with any national securities exchange; (g) promptly upon their becoming available, and/or distributed copies of any written notices from the ACC or any other Governmental Authority of non-compliance by TEP or any TEP Subsidiary with any material decision of the Borrower to its shareholders generallyACC or the applicable Governmental Authority, as the case may be, or with any other rules, regulations or orders of the ACC or the applicable Governmental Authority, as the case may be, and any written notices of any extraordinary audit or investigation by the ACC or the applicable Governmental Authority, as the case may be, into the business, affairs or operations of TEP or any TEP Subsidiary; (h) as soon as practicable and in any event within five (5) Business Days after the Borrower receives written notice of an upgrading or a downgrading of the Index Debt by any Rating Agency, a notice of such upgrading or downgrading; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; provided that . So long as the Borrower shall not is subject to the financial reporting requirements of the Exchange Act and the financial statements contained in any quarterly or annual reports filed with the SEC are prepared in accordance with the Exchange Act and the rules and regulations promulgated thereunder, such financial statements may be required delivered by the Borrower in satisfaction of its obligations to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any consolidated financial statements required to be delivered pursuant to Section 5.01(aclauses (a) or 5.01(b) above and any information required to be delivered pursuant to (b), as the case may be, of this Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower5.01.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (and each Lender:the Administrative Agent shall deliver to the Lenders promptly following receipt from the Borrower unless such deliveries are posted on an Electronic System to which the Lenders have access): (a) within 100 one hundred twenty (120) days after the end of each fiscal year of the Borrower, its the audited (as to the Trust only) consolidated balance sheet and related statements of income, income and retained earnings and cash flows of the Consolidated Group as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary commentary, or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its the unaudited consolidated balance sheet and related statements of income and retained earnings and cash flows of the Consolidated Group as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear (if available), all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently concurrent with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11 and 6.12, and (iii) stating whether any material change in GAAP or in the applicable application thereof has occurred since the date of the most recent audited Financial CovenantsStatements delivered by Borrower that affects the Financial Statements, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrent with the annual and quarterly financial statements required under clauses (a) and (b) above, a schedule of the Unencumbered Properties comprising the Total Unencumbered Property Pool Value, summarizing Unencumbered Property NOI; 77 ​ (e) promptly after the same become publicly available, upon request of Administrative Agent copies of all material periodic and other reports, proxy registration statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and; (ef) prior to the first (1st) day of February in each fiscal year of the Borrower ending prior to the Maturity Date, projected balance sheets, operating statements, profit and loss projections and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for each quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma calculations required to establish whether or not the Borrower, and when appropriate its consolidated Subsidiaries, will be in compliance with the covenants contained in Section 6.11 and at the end of each fiscal quarter of the next succeeding fiscal year; (g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as may be reasonably requested pursuant to a reasonable and customary request by the Administrative Agent or any Lender may reasonably requestLender; provided and (h) if the Applicable Rate – Rating Effectiveness Date has occurred, promptly upon any change in the Borrower’s Debt Rating, a certificate stating that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to Borrower’s Debt Rating has changed and the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements new Debt Rating that is in effect. Documents required to be delivered pursuant to Section 5.01(a) or 5.01(b(b) above and or Section 5.01(g) (to the extent any information required to such documents are included in materials otherwise filed with the SEC) may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address provided to Administrative Agent; or (ii) on which such documents are publicly filed or are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent on or any Lender upon its request to the date that Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Subject to Section 9.12, the Borrower further agrees to clearly label the financial statement or other information is posted on statements described in clauses (a) and (b) (collectively, “Financial Statements”) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAdministrative Agent, but only if such Financial Statements are not publicly filed.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender, including their Public- Xxxxxx: (ai) as soon as available and in any event within 100 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated balance sheet of the Borrower as of the end of such quarter and the related consolidated statement of operations of the Borrower for the portion of the Borrower’s fiscal year ending on the last day of such quarter, in each case prepared in accordance with GAAP, subject to the absence of footnotes and to year-end adjustments), together with a certificate of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within 105 days after the end of each fiscal year of the Borrower, its audited a copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of such fiscal year and the related consolidated statements of incomeoperations, retained earnings changes in shareholders’ equity (if applicable) and cash flows as of the end of and Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by KPMG PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing (without standing), together with a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope certificate of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations an authorized officer of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 days after the end stating that no Unmatured Default or Unmatured Event of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing andor, if a any such Unmatured Default or Unmatured Event of Default has occurred and is continuing, specifying a statement as to the details nature thereof and any the action taken or proposed which the Borrower proposes to be taken take with respect thereto thereto; (iii) concurrently with the delivery of the quarterly and annual reports referred to in clauses (i) and (ii) setting above, a compliance certificate in substantially the form set forth reasonably detailed calculations demonstrating compliance with in Exhibit E, duly completed and signed by the applicable Chief Financial CovenantsOfficer, Treasurer or an Assistant Treasurer of the Borrower; (div) except as otherwise provided in clause (i) or (ii) above, promptly after the same become publicly availablesending or filing thereof, copies of all periodic reports that the Borrower sends to its security holders generally, and other reportscopies of all Reports on Form 10-K, proxy 10-Q or 8-K, and registration statements and other materials filed prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary); (v) promptly upon becoming aware of the institution of any steps by the Borrower or any Subsidiary with the Securities and Exchange Commissionother Person to terminate any Plan, or any Governmental Authority succeeding the failure to make a required contribution to any or all Plan if such failure is sufficient to give rise to a lien under section 430(k) of the functions of said CommissionCode, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any national securities exchange, and/or distributed event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to its shareholders generally, as the case may be; andaction the Borrower or such member of the Controlled Group proposes to take with respect thereto; (evi) promptly after any Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (vii) promptly following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of the Borrower or any Principal Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably requestrequest and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; provided that and (viii) such other information respecting the Borrower shall not be required to deliver confidential information consisting condition, operations or business, financial or otherwise, of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its Subsidiaries obligations under any “know your customer” or anti-money laundering laws or regulations, including the Patriot Act and their respective businesses and not constituting financial information. (f) Any financial statements the Beneficial Ownership Regulation). Documents required to be delivered pursuant to Section 5.01(a5.01(a)(i), (ii) or 5.01(b(v) above and (to the extent any information required to such documents are included in materials otherwise filed with the SEC) may be delivered pursuant to Section 5.01(d) above electronically and, if so delivered, shall be deemed to have been furnished delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent on or such Lender until a written request to cease delivering paper copies is given by the date that Administrative Agent or such financial statement Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or other information is electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted on the SEC’s website at xxx.xxx.xxx documents or the website for the Borrowerrequesting delivery of paper copies of such document to it and maintaining its copies of such documents.

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 100 no later than 30 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 no later than 30 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently simultaneously with any the delivery of the financial statements under clause referred to in subsections (a) or (b) above, a copy of the certification signed by the principal executive officer and the principal financial officer of the Company (each, a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officers as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period; (d) concurrently with any delivery of financial statements under Section 5.01(a) and Section 5.01(b), a certificate of a Financial Officer of the Borrower Company, substantially in the form attached hereto as Exhibit D (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with each of the Financial Covenants set forth in Section 6.14, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iv) with respect to any Compliance Certificate delivered prior to the Investment Grade Rating Date, (A) setting forth reasonably detailed calculations demonstrating the Leverage Ratio Ex-MOCL as of the last day of the fiscal quarter for such financial statements, and stating whether a MOCL Guarantee Trigger Event has occurred (and attaching thereto consolidating financial statements, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating the portion of Consolidated EBITDA attributable to the Excluded MOCL Entities), (B) specifying the identity of each Required Subsidiary Guarantor, Material Subsidiary, Guarantor and Excluded Canam Entity as of the end of such fiscal quarter or fiscal year, as applicable Financial Covenants(and including reasonable detail, in form and substance satisfactory to the Administrative Agent, with respect thereto), as the case may be, (C) to the extent necessary pursuant to the definition of “Required Subsidiary Guarantor” and/or “Material Subsidiary”, as applicable, designating sufficient additional Subsidiaries as Required Subsidiary Guarantors or Material Subsidiaries, respectively, so as to comply with the definition of “Required Subsidiary Guarantor” or “Material Subsidiary”, respectively and (D) specifying the amount of cash dividends declared and paid by Canam to the Loan Parties pursuant to Section 5.18 for each fiscal quarter or fiscal year, as applicable (and including reasonably detailed backup information, in form and substance satisfactory to the Administrative Agent, with respect thereto); (de) prior to the Investment Grade Rating Date, as soon as available, and in any event within 60 days after the beginning of each fiscal year of the Company, an annual forecast with respect to such fiscal year and the immediately succeeding fiscal year; (f) concurrently with any delivery of financial statements under Section 5.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 5.06, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies; (g) prior to the Investment Grade Rating Date, concurrently with any delivery of financial statements under Section 5.01(a) or, solely for each fiscal quarter of the Company ending on June 30 of each year, Section 5.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of a recent date, a true and complete list of all Hedging Agreements of the Company and each Subsidiary, the material terms thereof (including the type, term effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not otherwise previously disclosed pursuant to this Section 5.01(g), any margin required or supplied under any credit support document, and the counterparty to each such agreement; provided that, to the extent all information required to be delivered pursuant to this this Section 5.01(g) has otherwise been made available for review by the Lenders on the Company’s website at xxxx://xxx.xxxxxxxxxxxxx.xxx or at xxxx://xxx.xxx.xxx, the requirements of this Section 5.01(g) shall be satisfied upon delivery of a certificate of a Financial Officer (i) notifying the Administrative Agent and the Lenders that such information has been made available on one or both of the above websites and (ii) certifying that such information constitutes a true and complete list of all Hedging Agreements of the Company and each Subsidiary; (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Company to its shareholders generally, as the case may be; (i) prior to the Investment Grade Rating Date, prompt written notice, and in any event within five Business Days, of the occurrence of any Casualty Event having a fair market value in excess of $25,000,000 or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event having a fair market value in excess of $25,000,000; (j) promptly after the Rating Agencies shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ek) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that request and (ii) information and documentation reasonably requested by 76 the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower Administrative Agent or any Lender for purposes of its Subsidiaries compliance with applicable “know your customer” and their respective businesses anti-money laundering rules and not constituting financial information. (f) Any financial statements regulations, including the Patriot Act and the Beneficial Ownership Regulation. Information required to be delivered pursuant to Section 5.01(a), (b), (c), or (e) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent delivered on the date that on which (i) such financial statement or other information is posted actually available for review by the Lenders on the SECCompany’s website at xxx.xxx.xxx xxxx://xxx.xxxxxxxxxxxxx.xxx or at xxxx://xxx.xxx.xxx, and (ii) the website for Company provides notice to the BorrowerLenders that such information is available and designates one or both of the above websites on which such information is located.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) (i) in each fiscal year prior to an IPO, within 100 120 days after the end of each such fiscal year of the Borrower and (ii) in each fiscal year following an IPO, within 90 days after the end of such fiscal year of the Borrower (or, if not the Borrower, the Public Company), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Deloitte & Touche LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without qualification or exception as to scope of such audit (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower or Public Company (as applicable) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if not the Borrower, the Public Company), its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower or Public Company (as applicable) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ci) in each fiscal year prior to an IPO, within 120 days after the end of such fiscal year of the Borrower (beginning with the end of fiscal 2014) and (ii) in each fiscal year following an IPO, within 90 days after the end of such fiscal year of the Borrower (or, if not the Borrower, the Public Company), an annual plan for the Borrower or Public Company (as applicable) and its Subsidiaries to include balance sheets, statements of income and cash flows for each fiscal quarter of such fiscal year prepared in detail and, in summary form and accompanied by a certificate of a Financial Officer of the Borrower stating that such plan is based on estimates, information and assumptions believed to be reasonable at the time prepared; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower or Public Company (each, a “Compliance Certificate”), as applicable) in substantially the form of Exhibit B, G attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.04 had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate, and (iii) setting forth reasonably detailed calculations demonstrating compliance with in reasonable detail a calculation of the applicable Financial CovenantsTotal Leverage Ratio for the relevant period; (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Borrower, (or the Public Company) or any Subsidiary with any national securities exchange or regulator, including without limitation the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions in each case that is not otherwise required to be delivered to the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; andAdministrative Agent pursuant hereto; (ef) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, Subsidiary or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that ; (g) upon the annual renewal of the applicable insurance policy, a certificate from the Borrower’s insurance broker(s) in form and substance reasonably satisfactory to the Administrative Agent outlining all material insurance coverage under such policy maintained as of the date of such certificate by the Borrower shall not be and its Restricted Subsidiaries; and (h) the Borrower will furnish to the Collateral Agent (i) any information regarding Collateral required pursuant to deliver confidential the Collateral Documents and (ii) each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a), a certificate of its Responsible Officer (x) either confirming that there has been no change in the information consisting contained in the schedules to the Security Agreement since the Effective Date or the date of trade secrets the most recent certificate delivered pursuant to this Section and/or identifying such changes in the form of a Security Supplement delivered pursuant to Section 4.2 of the Security Agreement and (y) certifying that, to its knowledge, all Uniform Commercial Code financing statements (including fixtures filings, as applicable) and all supplemental intellectual property security agreements or other proprietary appropriate filings, recordings or competitively sensitive information relating registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified in the documents delivered pursuant to clause (x) above to the Borrower or extent necessary to effect, protect and perfect the security interests under the Collateral Documents (except as noted therein with respect to any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial continuation statements to be filed within such period). The information required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or 5.01(bSection 5.01(e) above and any information required to may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s or such Subsidiary’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third party website at xxx.xxx.xxx or whether sponsored by the website Administrative Agent); provided that, (x) to the extent the Administrative Agent or any Lender so requests in writing, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to herein, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for the Borrowerdelivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP Xxxxx & Young LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with withno later than 10 days after any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, F attached hereto (i) certifying as to whether a Default has occurred and is continuing as of the date thereof and, if a Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating the Total Net Leverage Ratio for the Measurement Period ending on the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01(b) and (c) and Section 6.09 as of the last day of the applicable Financial Covenantsfiscal quarter or fiscal year for which such financial statements are being delivered, (iv) setting forth the amount of Restricted Payments made pursuant to Section 6.04(viii) during the respective fiscal quarter or fiscal year and demonstrating compliance with such Section 6.04(viii), (v) if and to the extent that any change in GAAP that has occurred since the date of the audited financial statements referred to in Section 3.04 had an impact on such financial statements, specifying the effect of such change on the financial statements accompanying such certificate and (vi) setting forth a description of any registered patents, registered trademarks or registered copyrights acquired, exclusively licensed or developed by the Borrower and its Restricted Subsidiaries since the Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.01(c) prior to the date thereof, as applicable; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Securities and Exchange Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto, provided, that such information shall be deemed to have been delivered on the date on which such information has been posted on the Borrower’s website on the Internet on the investor relations page at xxxxx://xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; and (e) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any if any Subsidiary has been designated as an Unrestricted Subsidiary, concurrently with each delivery of financial statements under clause (a) or (b) above, financial statements (in substantially the same form as the financial statements delivered pursuant to clauses (a) and (b) above) prepared on the basis of consolidating the accounts of the Borrower and its Restricted Subsidiaries and treating any Unrestricted Subsidiaries as if they were not consolidated with Borrower and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. Information required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) above and any information required to may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished to the Administrative Agent delivered on the date that (i) on which the Borrower posts such financial statement information, or other provides a link thereto on the Borrower’s website on the Internet on the investor relations page at xxxxx://xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx; or (ii) on which such information is posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website at xxx.xxx.xxx or whether sponsored by the website for the BorrowerAdministrative Agent).

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and for distribution to each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerBorrower (or, if earlier, no later than five (5) Business Days after the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP, KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, if earlier, no later than five (5) Business Days after the date that the Quarterly Report on Form 10-Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers (which certification shall be satisfied by the certification provided in Exhibit 31.2 to the Borrower’s applicable Quarterly Report on Form 10-Q) as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 and 6.03, (iii) [reserved] and (iv) stating whether any material change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 that applies to the Borrower or any Subsidiary and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [reserved]; (e) concurrently with any delivery of financial statements under clause (a) above, a Perfection Certificate Supplement; (f) promptly (i) after the same become publicly availablefiling thereof, copies of all periodic and other reports, proxy periodic and other certifications of the chief executive officer or a Financial Officer of the Borrower, registration statements and other publicly available materials filed by the Borrower or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeexchange (other than periodic non-material administrative certifications provided to any national securities exchange electronically), and/or and (ii) after the distribution thereof, copies of all financial statements, reports, proxy statements and other materials distributed by the Borrower to its shareholders generally, as ; provided that any such documents that are filed or furnished with the case may beSEC via XXXXX or any successor electronic document submission program shall be deemed to have been provided to the Administrative Agent when so filed or furnished; and (eg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. All financial statements, certificates (other than the compliance certificates required by clause (c) above) and other items required to be furnished to the Administrative Agent under Section 5.01 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the website on the Internet at the Borrower’s website address; or (ii) on which such documents are available via the XXXXX system (or any successor system) of the SEC on the internet; provided that the Borrower shall not notify (which notice may be required to deliver confidential information consisting of trade secrets made by facsimile or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (felectronic mail) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on of the date that posting of any such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrowerdocuments.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of each of the Company, the Borrower, its and their Subsidiaries, each of the Company’s audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of each of the Company, the Borrower, its and their Subsidiaries, commencing with the fiscal quarter ended September 30, 2014, each of the Company’s consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ci) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (iA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.6, Section 6.13 and Section 6.15 and (C) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (ii) together with such compliance certificate, the Borrower shall deliver the following, in form and detail satisfactory to the Administrative Agent, (A) a copy of the quarterly “HTA Supplemental Information” posted on the Borrower’s website (which includes financial information relating to the Borrower’s portfolio), or if such “HTA Supplemental Information” is not available, a report, with respect to the quarterly period immediately prior to the fiscal quarter for which such report is submitted, containing financial information with respect to the Borrower’s portfolio in a form substantially similar to that set forth in the most recently posted “HTA Supplemental Information”; and (B) (1) concurrently with the delivery of financial statements under clause (b) above, a schedule that lists the Properties included in Total Asset Value which identifies whether such Property is an Unencumbered Asset, and if such Property is subject to any Indebtedness, an Eligible Ground Lease, or an Eligible On-Campus Ground Lease; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Company or the Borrower to its shareholders generally, as the case may be; (f) as soon as available, and in any event no later than 90 days after the end of each fiscal year of each of the Company, the Borrower, and their Subsidiaries, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of each of the Company, the Borrower, and their Subsidiaries, as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position, projected income, projected compliance with Sections 6.13 and 6.15 and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Financial Officer stating that such Projections are based on reasonable estimates, information and assumptions; (g) within 45 days after the end of each fiscal quarter of each of the Company, the Borrower, and their Subsidiaries (or 90 days in the case of the fourth quarter), a narrative discussion and analysis of the financial condition and results of operations of each of the Company, the Borrower, and their Subsidiaries, for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; provided that delivery to the Administrative Agent and the Lenders of the Company’s annual report to the SEC on Form 10-K and its quarterly report to the SEC on Form 10-Q containing such narrative discussion and analysis shall be deemed to be compliance with this Section 5.1(g); (h) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that . Delivery by the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating Company to the Borrower or any Administrative Agent and the Lenders of its Subsidiaries annual report to the SEC on Form 10-K and their respective businesses and not constituting financial information. (f) Any financial statements required its quarterly report to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above the SEC on Form 10-Q, in each case in accordance with SEC requirement for such reports, shall be deemed to have been furnished to be compliance by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerCompany with Section 5.1(a) and Section 5.1(b), as applicable.

Financial Statements; Ratings Change and Other Information. The Borrower It will furnish to the Administrative Agent and each LenderAgent: (a) within 100 no later than 15 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each fiscal year of the Borrower, its (i) the audited consolidated balance sheet and related statements of incomeoperations, retained earnings partners’ capital and cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for from the previous fiscal year, all reported on by KPMG Xxxxx & Xxxxx, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition condition, results and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; applied and (bii) within 55 days after an unaudited schedule reflecting the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated condensed balance sheet and related statements of income retained earnings and cash flows operations of all Unrestricted Subsidiaries as of the end of and for such year; (b) as soon as available, but in any event within 45 days of the end of the first three fiscal quarters of the Borrower, (i) the unaudited consolidated balance sheet as of the end of such fiscal quarter, the unaudited consolidated statements of operations for such fiscal quarter and the then-elapsed portion of the fiscal year and the unaudited consolidated statements of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) of the previous fiscal year) and the unaudited consolidated statement of partners’ capital for the then elapsed portion of the fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and (ii) an unaudited schedule reflecting the condensed balance sheet as of the end of such fiscal quarter and the unaudited condensed statement of operations for such fiscal quarter and the then-elapsed portion of the fiscal year of all Unrestricted Subsidiaries; (c) concurrently with no later than 15 days following the date required by applicable SEC rules (without giving effect to any delivery extensions available thereunder) for the filing of financial statements in the case of the financial statements under clause (a) above or within 45 days of the end of the first three fiscal quarters of the Borrower in the case of the financial statements under clause (b) above, a Compliance Certificate signed by a Financial Officer of the Borrower; (d) no later than 15 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of financial statements under clause (a) or (b) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines and such accounting firm’s internal policies and procedures); (e) by the fifth Business Day of each calendar month, a Borrowing Base Certificate providing information as of the last day of the immediately preceding calendar month; (f) promptly upon their becoming available, true and correct copies of (i) all financial statements, reports, notices and proxy statements sent by the Borrower to its unitholders and all registration statements, periodic reports and other statements and schedules filed by any Borrower Party with and as required by the SEC and made available on XXXXX, and (ii) as reasonably requested by the Administrative Agent, all reports, forms and notices filed by any Borrower Party with FERC or any similar Governmental Authority; (g) promptly upon the receipt thereof by the Borrower or any other Borrower Party, a copy of any “management letter” received by any such Person from its certified public accountants that indicates, in the reasonable good faith judgment of the General Partner’s board of directors, a potential material weakness in such Person’s internal controls or procedures and the management’s responses thereto; (h) within 60 days following the beginning of each fiscal year of the Borrower, a copy of the annual budget and projections for such fiscal year for the Borrower and the Restricted Subsidiaries, including cash distributions expected from Joint Ventures and Unrestricted Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, accompanied by a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), to the effect that such budget and projections have been prepared on the basis of sound financial planning practice and that such Financial Officer has no reason to believe they are incorrect or misleading in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may bematerial respect; and (ei) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the any Borrower or any SubsidiaryParty (including unaudited consolidating financial statements), or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided . Any information that the Borrower shall not be is required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished furnish to the Administrative Agent on the date that or any Lender pursuant to this Section 5.01 shall be deemed delivered or furnished if and when such financial statement or other information is posted filed on XXXXX or the equivalent thereof with the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a1) as soon as available and in any event within 100 90 days after the end of each fiscal year year, the audited consolidated and non-consolidated financial statements of the BorrowerBorrower and its Significant Subsidiaries for such fiscal year, its including the annual audited consolidated balance sheet and the related consolidated statements of income, retained earnings income and cash flows as of the end of and for such yearflows, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualificationprepared in accordance with Argentine GAAP and Central Bank Accounting Rules, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated which financial statements shall present fairly in all material respects the consolidated financial condition and results of operations of the Borrower and its Significant Subsidiaries as at the end of the relevant fiscal year and the consolidated Subsidiaries on a consolidated basis results of the operations of the Borrower during such fiscal year, certified in accordance with GAAP consistently appliedeach case by PricewaterhouseCoopers or other independent public accountants of internationally recognized standing; (b2) as soon as available and in any event within 55 60 days after the end of each fiscal quarter, the consolidated and non-consolidated unaudited financial statements of the first three fiscal quarters Borrower and of each its Significant Subsidiaries for the portion of the fiscal year of the Borrowerthen ended, including its unaudited consolidated balance sheet and the related consolidated statements of income retained earnings and cash flows as of flows, in each case for the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear then ended, setting forth in each case in comparative form the figures for the corresponding period or periods comparable portion of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting prepared in accordance with Argentine GAAP and Central Bank Accounting Rules (subject to year-end audit adjustments), which financial statements shall present fairly in all material respects the consolidated financial condition of the Borrower and its Significant Subsidiaries as at the end of such period and the consolidated results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedduring such period, subject to normal year-end audit adjustments and certified by the absence chief executive officer or other Responsible Officer of footnotes;the Borrower; and (c3) concurrently with any delivery of financial statements under clause (a1) or (b2) above, a certificate of a Financial Responsible Officer of the Borrower (each, a “Compliance Certificate”), setting forth in substantially reasonable detail the form calculations required to establish whether the Borrower was in compliance with the requirements of Exhibit B, (i) Section 5.11. on the date of such financial statements and certifying as to whether a Default has occurred and is continuing and, if a or Event of Default has occurred and is continuing, specifying and if any Default exists, setting forth the details thereof and any the action taken which the Borrower is taking or proposed proposes to be taken take with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial informationthereto. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower CFC will furnish to the Managing Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of CFC, (i) the Borrower, its audited consolidated balance sheet and related statements of incomeearnings, retained earnings changes in stockholders’ equity and cash flows of CFC and its subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal yearyear in comparative form, all which consolidated financial statements shall be reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (ii) the unaudited consolidating balance sheet and related statement of earnings of CFC and its Subsidiaries as of the end of and for such year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its Subsidiaries on a consolidating basis in accordance with GAAP consistently applied, subject to the absence of footnotes; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of CFC, (i) the Borrower, its consolidated balance sheet and related statements of income retained earnings and cash flows of CFC and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each the case in comparative form of CFC and its Subsidiaries the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear in comparative form, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower CFC and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and (ii) the consolidating balance sheet and related statement of earnings of CFC and its Subsidiaries as of the end and for such fiscal quarter and the then elapsed portion of the fiscal year, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of CFC and its Subsidiaries on a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, CFC (i) certifying as to whether a Default or Event of Default has occurred and is continuing and, if a Default or Event of Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsConsolidated Net Worth of CFC and the requirements of Section 6.01 therefor and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reportscurrent reports filed on Forms 10-K, 10-Q and 8-K (or successor forms), all proxy statements and all registration statements (other materials than those filed on Form S-8) filed by the Borrower CFC or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower CFC to its shareholders generally, as the case may be; (e) promptly after Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower CFC or any Subsidiaryof its Subsidiaries, or compliance with the terms of this AgreementAgreement or any of the other Loan Documents, as the Managing Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) . Any financial statements delivery required to be delivered made pursuant to Section 5.01(a), (b) or 5.01(b(d) above and any information notice required to be delivered given pursuant to Section 5.01(d5.02(b), (c) above or (e) shall be deemed to have been furnished to the Administrative Agent made or given on the date that on which CFC posts such financial statement delivery, or other posts a press release or SEC filing containing the information required by such notice, on the Internet at the website of CFC or when such delivery is posted on the SEC’s website on the Internet at xxx.xxx.xxx wxx.xxx.xxx; provided that with respect to any delivery required to be made pursuant to Section 5.01(a) or (b), CFC shall have given notice (including electronic notice) of any such posting to the Lenders, which notice shall include a link to the applicable website for the Borrowerto which such posting was made; provided, further, that CFC shall deliver paper copies of any delivery referred to in Section 5.01(a) or (b) to any Lender that requests CFC to deliver such paper copies until notice to cease delivering such paper copies is given by such Lender.

Financial Statements; Ratings Change and Other Information. The Borrower It will furnish to the Administrative Agent and each LenderAgent: (a) within 100 no later than 15 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each fiscal year of the Borrower, its (i) the audited consolidated balance sheet and related statements of incomeoperations, retained earnings partners’ capital and cash flows of the Borrower as of the end of US-DOCS\121193765.6 and for such year, setting forth in each case in comparative form the figures for from the previous fiscal year, all reported on by KPMG Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition condition, results and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied; applied and (bii) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its unaudited consolidated balance sheet and related statements of income retained earnings and cash flows operations of the Borrower as of the end of and for such year with separate columns indicating amounts attributable to all Unrestricted Subsidiaries; (b) as soon as available, but in any event within 45 days of the end of the first three fiscal quarters of the Borrower, (i) the unaudited consolidated balance sheet as of the end of such fiscal quarter, the unaudited consolidated statements of operations for such fiscal quarter and the then-elapsed portion of the fiscal year and the unaudited consolidated statements of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) of the previous fiscal year) and the unaudited consolidated statement of partners’ capital for the then elapsed portion of the fiscal year, all certified by one a Financial Officer of its Financial Officers the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfootnotes and (ii) the unaudited consolidated balance sheet as of the end of such fiscal quarter and the unaudited consolidated statements of operations for such fiscal quarter and the then-elapsed portion of the fiscal year with separate columns indicating amounts attributable to all Unrestricted Subsidiaries; (c) concurrently with no later than 15 days following the date required by applicable SEC rules (without giving effect to any delivery extensions available thereunder) for the filing of financial statements in the case of the financial statements under clause (a) above or within 45 days of the end of the first three fiscal quarters of the Borrower in the case of the financial statements under clause (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial CovenantsBorrower; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) promptly after the Borrower’s annual report on Form 10-K is publicly filed for each Fiscal Year of the Borrower, written notice of the filing or delivery thereof to the SEC, provided that if such Form 10-K is not filed within 100 90 days after the end of each fiscal year Fiscal Year of the Borrower, then the Borrower shall deliver to the Lender within 90 days after the end of each Fiscal Year its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by KPMG LLP Xxxxxxx Xxxxxx or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) promptly after the Borrower’s quarterly report on Form 10-Q is publicly filed for each fiscal quarter of the Borrower, written notice of the filing or delivery thereof to the SEC, provided that if such Form 10-Q is not filed within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year Fiscal Quarter of the Borrower, then the Borrower shall deliver to the Lender within 60 days after the end of each Fiscal Quarter its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Finan­cial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently consis­tently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or clause (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12 and 6.13 and (iii) stating whether any change in GAAP or in the applicable application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and, additionally, concurrently with any delivery of any Form 10-Q under clause (b) above, a certificate of a Financial CovenantsOfficer of the Borrower certifying to the Lender such financial statements as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consis­tently applied, subject to normal year-end audit adjustments and the absence of footnotes; (d) within 30 days after the end of each month in which any Loans or Letters of Credit are outstanding and in any event no less than once in each consecutive twelve month period, and at such other times as may be requested by the Lender, as of the period then ended, a listing of Accounts in detail satisfactory to the Lender and other supporting information requested by the Lender in connection therewith; (e) promptly after the same become are publicly availablefiled, copies written notice of the filing or delivery of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders share­holders generally, as the case may be; and; (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any SubsidiarySubsidi­ary or Affiliate, or compliance with the terms of this Agreement, as the Administrative Agent Lender or any the Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 120 days after the end of each fiscal year of the BorrowerREIT Guarantor, its the REIT Guarantor's audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG RSM US LLP or other independent public accountants of recognized national standing and in good standing with the Public Company Accounting Oversight Board (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower REIT Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerREIT Guarantor, its (i) the REIT Guarantor's consolidated balance sheet and related statements of income retained earnings operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries REIT Guarantor on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, and (ii) operating statements for each Pool Property in form and substance reasonably satisfactory to the absence of footnotesAdministrative Agent; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower REIT Guarantor (each, a “the "Compliance Certificate”), ") in substantially the form of Exhibit BB attached hereto, (i) certifying as to whether a Default has occurred Borrowing Base Certificate, and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken Rent Roll with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenantsto all non-parking tenants; (d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below (unless available publicly), and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the REIT Guarantor, the Borrower or any Subsidiary with the Securities and Exchange CommissionCommission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the REIT Guarantor or the Borrower to its shareholders generally, as the case may be; (e) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000 or more of the REIT Guarantor and its subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (f) to the extent requested by Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Pool Properties; (g) promptly upon becoming aware thereof, notice of the breach, nonperformance, cancellation or failure to renew by any party under any Material Contract; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower any Credit Party or any SubsidiarySubsidiary of the Borrower, the Pool Properties, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing an Approved Auditor (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or clause (b) above, a certificate Compliance Certificate in the form of Exhibit E of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.9 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.4 that could potentially impact the Borrower and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower to its shareholders generally, as the case may be; and; (e) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; (g) promptly, but in any event, within 30 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget by month for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year) approved by the Borrower’s board of directors (the “Projections”); and (h) promptly, but in any event within five (5) Business Days of any payment of an Earn-Out Obligation, deliver to the Administrative Agent an officer’s certificate, signed by a Responsible Officer of the Borrower, setting forth reasonably detailed calculations of the Earn-Out Obligation paid or to be paid and attaching a copy of the applicable definitive documentation setting forth the calculation for such Earn-Out Obligation. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided that by or on behalf of the Borrower shall hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not be required wish to deliver confidential receive material non-public information consisting of trade secrets or other proprietary or competitively sensitive information relating with respect to the Borrower or its Affiliates, or the respective securities of any of its Subsidiaries the foregoing, and their respective businesses who may be engaged in investment and not constituting financial information. other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (fw) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above all such Borrower Materials shall be deemed to have been furnished to clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the Administrative Agent word “PUBLIC” shall appear prominently on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.first page thereof; (x) by marking Borrower Materials

Financial Statements; Ratings Change and Other Information. The At any time after the Closing Date, the Company and the Term Facility Borrower will furnish to the Administrative Agent and each Lender: Agent: (a) within 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each fiscal year Fiscal Year of the BorrowerCompany ending after the Closing Date, its audited consolidated balance sheet and related statements of operations, comprehensive income, retained earnings shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, if any, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit other than a “going concern” qualification pertaining to the maturity of the Loans, the Commitments and loans under the Existing Revolving Credit Agreement, the Existing Notes or the Omega Surviving Debt, in each case occurring within 12 months of the relevant audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; applied (except as may be indicated in the notes thereto); (b) within 55 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany, beginning with the first Fiscal Quarter ending after the Closing Date, its consolidated balance sheet and related statements of income retained earnings operations, comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, if any, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of 53 the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; ; (c) concurrently with with, or within five Business Days after, any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenants; application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after Xxxxx’x or S&P shall have announced a change in the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by rating established or deemed to have been established for the Borrower Index Debt or any Subsidiary with the Securities and Exchange Commissionits cessation of, or any Governmental Authority succeeding its intent to any cease, rating the Index Debt, written notice of such rating change, cessation or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower intent to its shareholders generallycease, as the case may beapplicable; and and (ef) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request; provided that request and (ii) information and documentation reasonably requested by the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower Administrative Agent or any Lender (acting through the Administrative Agent) for purposes of its Subsidiaries compliance with applicable “know your customer” and their respective businesses anti-money laundering rules and not constituting financial information. (f) Any financial statements regulations, including the Patriot Act and the Beneficial Ownership Regulation. Information required to be delivered pursuant to this Section 5.01(a) 5.01 shall be deemed to have been delivered if such information, or 5.01(b) above and any information one or more annual reports containing such information, shall be available on the web site of the SEC at xxxx://xxx.xxx.xxx or on the Company’s web site at xxxx://xxx.xxxxxxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The Borrower Parent will furnish to the Administrative Agent and each Lender: (a) as soon as available and in any event within 100 120 days (or, if earlier, the date that is fifteen (15) days after the reporting date for such information required by the SEC) after the end of each fiscal year of the BorrowerParent, its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any material qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and in any event within 55 60 days (or, if earlier, the date that is fifteen (15) days after the reporting date for such information required by the SEC) after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one a Financial Officer of its Financial Officers the Parent as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Parent (i) certifying as to whether a Default that has not been disclosed in any prior Compliance Certificate (unless such Default exists anew or continues to exist at such time, in which case it shall be included on such Compliance Certificate) has occurred and is continuing and, if a such Default has occurred and is continuingor exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations of the financial covenants set forth in, and demonstrating compliance with with, Sections 7.08(a) and (b), (iii) stating whether any Material Acquisition has occurred during the applicable Financial Covenantsperiod covered by such financial statements and, if so, setting forth the changes to the amounts referred to in Section 7.05(d) as a result of each such Material Acquisition, and a reasonably detailed explanation of the calculation of such changes and (iv) stating whether any change in GAAP or in the application thereof that has not been disclosed in any prior Compliance Certificate has occurred since the date of the audited financial statements referred to in Section 5.04 that would be relevant in the calculation of any of the financial covenants set forth in Sections 7.08(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; provided that for the fiscal quarter of the Parent ended September 30, 2008, because such period ended prior to the Closing Date, the delivery under this Section 6.01(c) shall not require the certifications set forth in subparts (i) and (ii) above, but shall include a calculation of Consolidated EBITDA and of Consolidated Adjusted EBITDA for such fiscal quarter substantially in the form set forth as an attachment to the form of Compliance Certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a report from the accounting firm that reported on such financial statements, stating that (i) the financial information in the certificate prepared by a Financial Officer of the Parent pursuant to clause (c) above has been accurately extracted from the sources identified therein and, where applicable, agrees with the underlying accounting records, (ii) the calculations of the financial covenants in Sections 7.08(a) and (b) set forth in such certificate are arithmetically correct and (iii) the financial information set forth in such certificate is, as to elements and composition, presented in accordance with the relevant accounting definitions set forth in Section 1.01; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Parent or any Subsidiary with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or or distributed by the Borrower Parent to its shareholders generally, as the case may be; (f) promptly after S&P or Xxxxx’x shall have announced a change in the Debt Rating, written notice of such change; (g) promptly following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (eh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Documents required to be delivered pursuant to Section 5.01(a6.01(a), (b) or 5.01(b(e) above and (to the extent any information required to such documents are included in materials otherwise filed with the SEC) may be delivered pursuant to Section 5.01(d) above electronically and if so delivered, shall be deemed to have been furnished delivered on the date (i) on which the Parent or the Borrower posts such documents, or provides a link thereto on the Parent’s or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent or the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon the written request of such Person and until a written request to cease delivering paper copies is given by such Person and (ii) the Parent or the Borrower, as applicable, shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent and the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.01(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each of the Parent and the Borrower hereby acknowledges that (a) the Administrative Agent and/or one or more of the Book Managers will make available to the Lenders materials and/or information provided by or on behalf of the Parent or the Borrower, as applicable, hereunder (collectively, “Parent and Borrower Materials”) by posting the Parent and Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent, the Borrower or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of the Parent and the Borrower hereby agrees that (w) all Parent and Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the date first page thereof; (x) by marking Parent and Borrower Materials “PUBLIC,” the Parent and the Borrower shall be deemed to have authorized the Administrative Agent, the Book Managers and the Lenders to treat such Parent and Borrower Materials as not containing any material non-public information with respect to the Parent, the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such financial statement or other information is posted Parent and Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Parent and Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Book Managers shall be entitled to treat any Parent and Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the SEC’s website at xxx.xxx.xxx or Platform not designated “Public Side Information”. Notwithstanding the website for foregoing, the BorrowerBorrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 100 90 days after the end of each fiscal year of the BorrowerBorrower (or 105 days if an extension has been obtained for the filing of an equivalent periodic report under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or 60 days if an extension has been obtained for the filing of an equivalent periodic report under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934), its consolidated balance sheet and related statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) [reserved]; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) a certificate in the form of Exhibit D hereto of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (iA) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12 and 6.13, and (C) notifying the Administrative Agent of any Commercial Tort Claims (to the extent held by the Borrower or a Domestic Subsidiary), Copyrights, Patents or Trademarks (each term as defined in the Security Agreement) of a Credit Party not previously disclosed to the Administrative Agent and which, in the case of Copyrights, Patents or Trademarks, have been registered with any Governmental Authority, and (ii) if there has occurred any change in GAAP since the date of the previous financial statements delivered under clause (a) or (b) above which would affect the calculations under Section 6.12 or 6.13 or any other limitation contained in this agreement, a reconciliation between calculations of such covenant or limitation made before and after giving effect to such change in GAAP; provided, however, that if the Borrower in good faith regards the extent to which any such change in GAAP would affect such calculations as immaterial, it may, in lieu of providing such reconciliation, deliver at the same time as it delivers such certificate a written description of the applicable Financial Covenantschange in GAAP and shall be obligated to provide such reconciliation only if it is requested to do so by the Administrative Agent within ten (10) Business Days after delivery of such certificate (and if so requested, shall do so within ten (10) Business Days after such request (or such greater number of days to which the Administrative Agent may agree)); (de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Sections 5.01(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the Securities Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet or such documents become available on XXXXX; provided that the Borrower shall not be required to deliver confidential information consisting paper or electronic copies of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished such documents to the Administrative Agent on or any Lender that requests the date that Borrower to deliver copies of such financial statement documents until a written request to cease delivering such copies is given by the Administrative Agent or other information is posted on such Lender. The Administrative Agent shall have no obligation to request the SEC’s website at xxx.xxx.xxx delivery or to maintain copies of the website documents referred to above, and shall have no responsibility to monitor compliance by the Borrower with any such request for the Borrowerdelivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements; Ratings Change and Other Information. The FDSI or the Borrower will furnish to the Administrative Paying Agent and each Lender: (a) as soon as available and in any event within 100 90 days after the end of each fiscal year of FDSI, a copy of the Borrowerannual audit report for such year for FDSI and its consolidated subsidiaries, its audited containing a consolidated balance sheet of FDSI and related statements of income, retained earnings and cash flows its consolidated subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of FDSI and its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on accompanied by an opinion by KPMG LLP or other independent public accountants of recognized national standing (without a “"going concern” " or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit) and certificates of a Financial Officer of FDSI (i) as to compliance with the effect that terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal year and the calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end of such fiscal year and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the last consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower FDSI and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently appliedthe financial statements accompanying such certificate; (b) as soon as available and in any event within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerFDSI, its a consolidated balance sheet of FDSI and related statements of income retained earnings and cash flows its consolidated subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of FDSI and its consolidated subsidiaries for the period commencing at the end of the previous fiscal year of FDSI and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by a Financial Officer of FDSI as having been prepared in accordance with GAAP, and certificates of a Financial Officer of FDSI (i) as to compliance with the terms of this Agreement, (ii) setting forth in reasonable detail the then applicable Public Debt Ratings and the Interest Coverage Ratio and the Leverage Ratio as of the end of such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, calculations necessary to demonstrate compliance with Sections 6.05 and 6.06 as of the end ofof such fiscal quarter and (iii) stating whether any change in GAAP or in the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects application thereof has occurred since the financial condition and results of operations date of the Borrower last consolidated financial statements of FDSI and its consolidated Subsidiaries subsidiaries referred to in Section 3.04(a) that materially affects the financial statements accompanying such certificate and, if any such change has occurred, specifying the effect of such change on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesfinancial statements accompanying such certificate; (c) concurrently as soon as possible and in any event within five days after any Responsible Officer becomes aware of the occurrence of a Default or an event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, in each case continuing on the date of such statement, a statement of a Financial Officer of FDSI or the Borrower setting forth details of such Default, event, development or other circumstance (including the anticipated effect thereof) and the action that FDSI or the Borrower has taken and proposes to take with respect thereto; (d) promptly after the sending thereof, copies of all reports that FDSI or the Borrower sends to any delivery of financial statements under clause the holders of any class of its outstanding securities; (ae) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority or arbitrator affecting FDSI or any Subsidiary of the type described in Section 3.05; (bf) aboveas soon as possible and in any event within five Business Days after any change in the then applicable Public Debt Rating, a certificate of a Financial Officer of FDSI setting forth such Public Debt Rating; and (g) such other information respecting the Borrower business, condition (each, a “Compliance Certificate”financial or otherwise), in substantially the form operations, performance, properties or prospects of Exhibit B, (i) certifying FDSI or any Subsidiary as any Lender through either Administrative Agent may from time to whether a Default has occurred time reasonably request. The Borrower and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) FDSI also agree that promptly after the same become publicly availableany report or registration statement, copies of all periodic and other reportsthan a registration statement on Form S-8 or any successor form thereto, proxy statements and other materials is filed by the Borrower FDSI or any Subsidiary with the Securities and Exchange Commission, Commission or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not exchange a copy thereof will be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial informationmade available on FDSI's website. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The At any time after the Closing Date, the Company and the Term Facility Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each fiscal year Fiscal Year of the BorrowerCompany ending after the Closing Date, its audited consolidated balance sheet and related statements of operations, comprehensive income, retained earnings shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, if any, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception and without any qualification or exception as to the scope of such audit other than a “going concern” qualification pertaining to the maturity of the Loans, the Commitments and loans under the New Revolving Credit Facility, the Existing Notes or the Omega Surviving Debt, in each case occurring within 12 months of the relevant audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (except as may be indicated in the notes thereto); (b) within 55 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany, beginning with the first Fiscal Quarter ending after the Closing Date, its consolidated balance sheet and related statements of income retained earnings operations, comprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, if any, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with with, or within five Business Days after, any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, Company (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the applicable Financial Covenantsapplication thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after Xxxxx’x or S&P shall have announced a change in the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by rating established or deemed to have been established for the Borrower Index Debt or any Subsidiary with the Securities and Exchange Commissionits cessation of, or any Governmental Authority succeeding its intent to any cease, rating the Index Debt, written notice of such rating change, cessation or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower intent to its shareholders generallycease, as the case may beapplicable; and (ef) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements . Information required to be delivered pursuant to this Section 5.01(a) 5.01 shall be deemed to have been delivered if such information, or 5.01(b) above and any information one or more annual reports containing such information, shall be available on the web site of the SEC at xxxx://xxx.xxx.xxx or on the Company’s web site at xxxx://xxx.xxxxxxx.xxx. Information required to be delivered pursuant to this Section 5.01(d) above shall may also be deemed delivered by electronic communications pursuant to have been furnished to procedures approved by the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the BorrowerAgent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 100 90 days after the end of each fiscal year of the BorrowerREIT (commencing with the fiscal year ended December 31, 2024), its audited consolidated balance sheet and related statements of incomeoperations, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, qualification commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower REIT and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerREIT (commencing with the fiscal quarter ended March 31, 2025), its unaudited consolidated balance sheet and related unaudited statements of income retained earnings operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) of the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower REIT and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in substantially the form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with the applicable Financial Covenants; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may be; and (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender:): (a) within 100 commencing with the financial statements for the fiscal year ending December 31, 2019, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is, (x) in the case of the fiscal year ending December 31, 2019, 120 days and (y) for each fiscal year thereafter, 90 days, in each case, after the end of each the fiscal year of the BorrowerBorrower (or, after an IPO, the Public Company)), its audited consolidated balance sheet and related statements of income, retained earnings stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary qualification or exception (other than a qualification or explanatory paragraph related to (i) the maturity of the Commitments and the Loans at the Maturity Date, (ii) an upcoming maturity date of any other Indebtedness occurring within one year from the time such opinion is delivered, (iii) any potential inability to satisfy any financial covenant on a future date or in a future period and (iv) the performance, activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 55 days commencing with the financial statements for the fiscal quarter ending March 31, 2020, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 60 days) after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower (or, after an IPO, the Public Company), its unaudited consolidated balance sheet and related statements of income retained earnings income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower (eachor, a “Compliance Certificate”)after an IPO, the Public Company) in substantially the form of Exhibit B, G attached hereto (i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date thereof and, if a Default or Event of Default has occurred and is continuingcontinuing as of the date thereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with of the covenant set forth in Section 6.07 as of the last day of the applicable Financial Covenants;fiscal quarter or fiscal year for which such financial statements are being delivered, and (iii) certifying as to the current list of Unrestricted Subsidiaries appropriately designated as such pursuant to Section 5.10(a). (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said CommissionSEC, or with any national securities exchange, and/or distributed by the Borrower to its shareholders generally, as the case may bebe (other than exhibits to any registration statement and, if applicable, any registration statement on Form S-8), in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) concurrently with any delivery of financial statements under clause (a) or (b) above, the Borrower shall provide the related consolidating financial information reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (f) prior to the first filing of a registration statement on Form S-1 with respect to the Qualified Equity Interests of the Public Company (or such earlier time at which the Borrower anticipates in good faith that it will be filing a registration statement on Form S-1 in the following four months), concurrently with any delivery of financial statements under clause (a) above, an annual summary profit and loss forecast (in substantially the form attached hereto as Exhibit I) (it being understood that (i) the first such annual summary profit and loss forecast shall be due concurrently with the delivery of the audited financial statements with respect to the fiscal year ending December 31, 2019 pursuant to clause (a) above and (ii) if an annual summary profit and loss forecast is not provided because the Borrower anticipates in good faith that it will be filing a registration statement on Form S-1 in the following four months but does not so file such Form S-1, the Borrower shall deliver the annual summary profit and loss forecast promptly (and in any event within 30 days of the end of such four-month period) thereafter); and (eg) promptly following any request in writing (including any electronic message) therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) for purposes of compliance with applicable “know your customer” and anti-money laundering laws rules and regulations, including, without limitation, the USA Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing (A) information required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) (x) on which the Borrower posts such information, or provides a link thereto on the Borrower’s website on the Internet on any investor relations page at xxxx://xxx.xxxxx.xxx (or any successor page) or (y) at xxxx://xxx.xxx.xxx (or any successor page); or (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that in the case of each of clause (i)(x) and (ii) above, the Borrower shall not notify (which may be required to deliver confidential by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and (B) information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. (f) Any financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) above and any information required to may be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to satisfied by furnishing the Administrative Agent on the date that such financial statement Form 10K or other information is posted on the SEC’s website at xxx.xxx.xxx 10-Q (or the website for equivalent), as applicable, of the BorrowerBorrower (or the Public Company) filed with the SEC (or the equivalent).