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 for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 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 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, 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, in all material respects, the financial 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 (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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent for distribution (which shall promptly make such information available to each Lender:the Lenders in accordance with its customary practice): (a) within 90 days after the end of each fiscal year of the BorrowerFiscal Year, its audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ 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 PricewaterhouseCoopers BDO USA, LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Company and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerFiscal Quarters, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Company and its consolidated subsidiaries 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 Company (i) certifying as to whether a an Event of Default has occurred and is continuing as of the date of such certificate and, if such a an Event of Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.13 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;certificate; and (d) promptly after the same become becomes publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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 any Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all including any information and documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations required under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA Patriot PATRIOT Act, or any applicable Anti-Money Laundering Laws. Information and materials Documents required to be delivered pursuant to clause (aSection 5.01(a), (b) or (d) of this Section (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website; or (ii) on which such documents are posted on the Company’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 of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved or whether sponsored by the Administrative Agent); provided that: (A) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the officer’s compliance certificates required by Section 5.01(c) to the Administrative Agent. Except for such officer’s 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 Company 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.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (for distribution prompt delivery to each Lender:): (a) within 90 days after the end of each fiscal year of the Borrower, on XXXXX, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Ernst & Young LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower on XXXXX, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity 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 a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries 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 (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.10, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof that materially affects the Borrower’s financial statements has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 or the accounting firm’s internal policies); (e) promptly after the same become publicly available, on XXXXX copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch 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 (fg) 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (bLender) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentreasonably request.

Financial Statements; Ratings Change and Other Information. The Borrower will In the case of the Borrower, furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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, together with a customary “management discussion and analysis” provision; (b) 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, comprehensive incomeoperations, 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 position condition 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, subject to normal year-end audit adjustments and the absence of footnotes, together with a customary “management discussion and analysis” provision; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its a copy of the Borrower’s audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholderspartners’ equity capital 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 Ernst & Young L.L.P. or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its a copy of the Borrower’s consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity 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 the Borrower’s Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition 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, 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 Borrower, substantially in the form of Exhibit I, (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.16 and Section 6.17, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) promptly after the same become publicly available, on XXXXX (or (i) upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX, or (ii) if such statement or report is no longer available on XXXXX for any reason, a copy of such statement or report described below to each Lender and the Administrative Agent) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution on behalf of each Lender (and the Administrative Agent will make available to each Lender:): (a) within as soon as available and in no event later than 90 days after the end of each fiscal year of the BorrowerFiscal Year, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) within as soon as available and in no event later than 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the BorrowerFiscal Year, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition 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, 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 (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05Sections 6.13 (including specifying the amount, if any, of Capital Expenditures financed with Available Equity Proceeds or Reinvestment Funds), 6.14 and 6.15, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth extent that any such change in the GAAP has an impact on such financial statements accompanying such certificate and (iv) statements, 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 6.05 3.04, and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (iv) certifying as to the amounts of Available Cash, Available Distributable Cash, Available Equity Proceeds of the date of such certificate and setting forth reasonably detailed calculations thereof; (d) within 60 days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of such budget approved by the board of directors of the Borrower; (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 Wireline Company with the SEC, SEC or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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 (f) promptly following any reasonable written request by Administrative Agent therefor, (i) copies of all material reports and written information to and from (A) the FCC or any PUC with jurisdiction over the property or business of any Wireline Company or (B) the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor or other agencies or authorities concerning environmental, health or safety matters or (ii) such other information regarding the operations, business affairs and financial condition of the Borrower or any SubsidiaryWireline Company, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and. (g) promptly following the Administrative Agent’s request therefor, all documentation and Any financial statement or other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also 5.01 shall be deemed to have been delivered by electronic communications pursuant to procedures approved on the date on which such information is posted on the Borrower’s website on the Internet or by the Administrative Agent on an IntraLinks or similar site to which Lenders have been granted access or shall be available on the SEC’s website on the Internet at xxx.xxx.xxx; provided that (i) the Borrower shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders), and (ii) the Borrower shall deliver paper copies of any such documents to the Administrative Agent if the Administrative Agent requests the Borrower to deliver such paper copies. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of any certificate required by Section 5.01(c) to the Administrative Agent. Except for such 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 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. Furthermore, if any financial statement or other materials required to be delivered under this Agreement shall be required to be delivered on any date that is not a Business Day, such information may be delivered to the Administrative Agent on the next succeeding Business Day after such date.

Financial Statements; Ratings Change and Other Information. The Borrower will agrees to furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the BorrowerBorrower (beginning with the fiscal year ended December 31, 2017), its audited consolidated balance sheet and related statements of income, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 position 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; (b) within 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 ending March 31, 2018), its consolidated balance sheet and related statements of 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, in all material respects, the financial position 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, 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 (a “Compliance Certificate”) (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate Compliance Certificate and, if such a Default has occurred and is continuing as of the date of such certificateCompliance Certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.09, (iii) setting forth a reasonably detailed reconciliation of each of stating whether any Designated Material Debt remains outstanding on the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying date that such certificate and 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 6.05 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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, S&P or Fitch 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 Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot ActAct and information described in Section 9.15. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) or materials , shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will In the case of the Borrower, furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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, together with a customary “management discussion and analysis” provision; (b) 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, comprehensive incomeoperations, 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 position condition 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, subject to normal year-end audit adjustments and the absence of footnotes, together with a customary “management discussion and analysis” provision; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of duly completed Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a that no Default or Event of Default has occurred and is continuing as of the date of such certificate andor, if such a Default or Event of Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details nature and extent thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate 6.11 and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be[reserved]; (e) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year; (f) [reserved]; (g) promptly after Xxxxx’x, S&P or Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index DebtBorrower or the Term Facility, written notice of such rating change; (fh) [reserved]; (i) promptly following after the request by 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; and (g) promptly following the Administrative Agent’s request thereforLender, all documentation and other information that the Administrative Agent such Lender 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 by the USA Patriot PATRIOT Act; (j) promptly following any request therefor, subject to compliance with applicable law and any restrictions imposed by a Governmental Authority, 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 Agreement, as the Administrative Agent or any Lender may reasonably request (for itself or on behalf of any Lender); and (k) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) or 5.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of any Unrestricted Subsidiaries that constitute Significant Subsidiaries from such consolidated financial statements. Information and materials required to be delivered pursuant to clause paragraphs (a), (b) or (df) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) , shall have been delivered to the Administrative Agent in a format which is suitable for posting by the Administrative Agent on an IntraLinks or materials similar site to which the Lenders have been granted access or shall be publicly available on the website of the SEC Securities and Exchange Commission at xxxx://xxx.xxx.xxxxxxx://xxx.xxx.xxx (and the Borrower shall endeavor to deliver or cause to be delivered to the Administrative Agent a confirming electronic correspondence providing notice of such availability, provided that the failure to deliver such confirming electronic correspondence shall not constitute a default hereunder); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Parent Borrower will furnish to the Administrative Agent for distribution to each Lender: (a) as soon as available and, in any event, within 90 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 KPMG LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and, in any event, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldings, its consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries 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 Holdings or the Parent Borrower (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, Sections 6.09 and 6.10 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) within 30 days after the end of each fiscal year, an annual financial forecast (in a form consistent with forecasts previously provided) for Holdings and its Subsidiaries for the subsequent fiscal year (including a consolidated balance sheet of Holdings and its Subsidiaries as of the end of the prior fiscal year and consolidated statements of income and cash flows of Holdings and its Subsidiaries for such fiscal year); (e) 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 with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower Holdings to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch (i) Xxxxx’x or S&P shall have announced a change in the rating Credit Rating established or deemed to have been established for by such rating agency, written notice of such Credit Rating change and (ii) Xxxxx’x, S&P or Fitch shall have announced a change in the Index Debtcredit rating established by such rating agent with respect to this facility, written notice of such rating change; (fg) within 20 days after the end of each fiscal month, an Asset Coverage Certificate (together with any other supplemental reporting and supporting documentation reasonably requested by the Administrative Agent) calculating the Asset Coverage Ratio as of the last day of such fiscal month; and (h) promptly following any request 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will In the case of the Borrower, furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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, together with a customary “management discussion and analysis” provision; (b) 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, comprehensive incomeoperations, 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 position condition 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, subject to normal year-end audit adjustments and the absence of footnotes, together with a customary “management discussion and analysis” provision; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of duly completed Compliance Certificate signed by a Financial Officer of the Borrower (i) certifying as to whether a that no Default or Event of Default has occurred and is continuing as of the date of such certificate andor, if such a Default or Event of Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details nature and extent thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.11 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be[reserved]; (e) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year; (f) [reserved]; (g) promptly after Xxxxx’xMoody’s, S&P or Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index DebtBorrower or the Senior Credit Facilities, written notice of such rating change; (fh) [reserved]; (i) promptly following after the request by 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; and (g) promptly following the Administrative Agent’s request thereforLender, all documentation and other information that the Administrative Agent such Lender 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 by the USA Patriot PATRIOT Act; (j) promptly following any request therefor, subject to compliance with applicable law and any restrictions imposed by a Governmental Authority, 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 Agreement, as the Administrative Agent or any Lender may reasonably request (for itself or on behalf of any Lender); and (k) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) or 5.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of any Unrestricted Subsidiaries that constitute Significant Subsidiaries from such consolidated financial statements. Information and materials required to be delivered pursuant to clause paragraphs (a), (b) or (df) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) , shall have been delivered to the Administrative Agent in a format which is suitable for posting by the Administrative Agent on an IntraLinks or materials similar site to which the Lenders have been granted access or shall be publicly available on the website of the SEC Securities and Exchange Commission at xxxx://xxx.xxx.xxxxxxx://xxx.xxx.xxx (and the Borrower shall endeavor to deliver or cause to be delivered to the Administrative Agent a confirming electronic correspondence providing notice of such availability, provided that the failure to deliver such confirming electronic correspondence shall not constitute a default hereunder); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year of each of the Company, the Borrower, and their Subsidiaries, each of its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of each of the Company, the Borrower, and their Subsidiaries, each of its consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 position condition 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, 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 (iA) 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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.6, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate Section 6.13 and Section 6.15 and (ivC) 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 6.05 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate 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 certification of a Financial Officer that all Unencumbered Assets so listed fully qualify as such under the applicable criteria for inclusion as Unencumbered Assets, together with copies of leases and lease abstracts for all Eligible Ground Leases; (F) 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; (G) a schedule of all outstanding Indebtedness of the Company, the Borrower and their Subsidiaries, showing for each component of Indebtedness, the lender, the total commitment, the total indebtedness outstanding, the interest rate, if fixed, or the applicable margin over an index, if the interest rate floats, the term, the required amortization (if any) and the security (if any); (H) a schedule of all interest rate protection agreements to which the Borrower, the Company or any of their respective Subsidiaries are a party, showing for each such agreement, the total dollar amount, the type of agreement (i.e. cap, collar, swap, etc.) and the term thereof; (I) a copy of all management reports, if any, submitted to the Borrower or the Company or its management by its independent public accountants; and (J) any updates to Schedules EGL, EOCGL, SG, 3.14, 3.18(a) or 3.18(b); (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 SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Company or the Borrower to its shareholders generally, as the case may be; (ef) 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), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (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, Fitch or Moxxx’x xr 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 (fi) 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; and (g) promptly following . Delivery by the Administrative Agent’s request therefor, all documentation and other information that Company to the Administrative Agent reasonably requests and the Lenders of its annual report to the SEC on Form 10-K and its behalf or quarterly report to the SEC on behalf of any Lender Form 10-Q, in order to comply each case in accordance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulationsSEC requirement for such reports, including information required by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved compliance by the Administrative AgentCompany 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 for distribution to and each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its a copy of the Borrower’s audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholderspartners’ equity capital 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 Ernst & Young L.L.P. or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its a copy of the Borrower’s consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity 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 the Borrower’s Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition 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, 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 Borrower, substantially in the form of Exhibit I, (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.16 and Section 6.17, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) promptly after the same become publicly available, on XXXXX (or (%3) upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX, or (%3) if such statement or report is no longer available on XXXXX for any reason, a copy of such statement or report described below to each Lender and the Administrative Agent) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 120 days after the end of each fiscal year of the Borrower, its a copy of the Borrower’s audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholderspartners’ equity capital 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 Ernst & Young L.L.P. or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its a copy of the Borrower’s consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity 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 the Borrower’s Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition 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, 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 Borrower, substantially in the form of Exhibit I (each a “Compliance Certificate”), (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.16 and Section 6.17, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) within 20 days (or such later date as the Administrative Agent may approve in its sole discretion) after the end of each month in which Parent prepays, redeems, or repurchases any Parent Notes or Preferred Stock, a report summarizing all such prepayments, redemptions, and repurchases consummated during such month and the amount of any Restricted Payments made pursuant to Section 6.06(d) to consummate such transactions, which report shall be certified by a Financial Officer of the Borrower as being true and correct; (e) promptly after the same become publicly available, on XXXXX (or (i) upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX, or (ii) if such statement or report is no longer available on XXXXX for any reason, a copy of such statement or report described below to each Lender and the Administrative Agent) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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, no later than three (3) Business Days (or 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, shorter time as the Administrative Agent or may approve in its sole discretion) prior to the Borrower making any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered Restricted Payment pursuant to clause (ai), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 position 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; (b) 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, 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, in all material respects, the financial position 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, 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 (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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012, setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.08, (iii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012, with respect to any financial statements relating to a period that includes any date occurring on or after the consummation of the MPLX IPO, setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 6.08 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot ActAct and information described in Section 9.15. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) or materials , shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (for distribution prompt delivery to each Lender:): (a) within 90 days after the end of each fiscal year of the Borrower, on XXXXX, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Xxxxx & Young LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower on XXXXX, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity 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 a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries 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 (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.10, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof that materially affects the Borrower’s financial statements has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) [reserved]; (e) promptly after the same become publicly available, on XXXXX copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch Moody’s 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; (fg) 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 (on behalf of any Lender Lender) may reasonably request; and (gh) promptly following upon the Administrative Agent’s request thereforthereof, all information and documentation and other information that reasonably requested by the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA Patriot Act. Information PATRIOT Act and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative AgentBeneficial Ownership Regulation.

Financial Statements; Ratings Change and Other Information. The Parent Borrower will furnish to the Administrative Agent for distribution to each Lender: (a) as soon as available and, in any event, within 90 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 KPMG LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and, in any event, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldings, its consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries 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 Holdings or the Parent Borrower (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, Sections 6.07 and 6.08 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower Holdings to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch Mxxxx’x or S&P shall have announced a change in the rating Rating established or deemed to have been established for the Index DebtParent Borrower, written notice of such rating Rating change; (f) promptly following any request 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lenderon behalf of the Lenders: (a) within 90 days after the end of each fiscal year of the BorrowerREIT, its commencing with the fiscal year ending December 31, 2013, the REIT’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Gxxxx Xxxxxxxx LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Consolidated Entities on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerREIT, its commencing with the fiscal quarter ending September 30, 2013, the REIT’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Consolidated Entities on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) [intentionally omitted]; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Compliance Certificate (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate whether a condition or event which constitutes a mandatory prepayment event has occurred and, if such a Default or a mandatory prepayment event has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05Sections 2.05(f) and 6.07, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation; certificate, (div) promptly after stating whether any material change in accounting policies or financial reporting practices by the same become publicly availableBorrower, copies the REIT or any of all periodic their respective subsidiaries has occurred, (v) until the Borrower and other reportsthe REIT have raised an aggregate amount of $200,000,000 of additional cash equity since the Effective Date or a Borrowing Base Availability Termination Event has occurred, proxy statements and other materials filed detailing the amount of additional cash equity raised by the Borrower or any Subsidiary with and the SEC, or with any national securities exchange, or distributed by REIT during such Fiscal Quarter and (vi) such other information as set forth in the Borrower to its shareholders generally, form of Compliance Certificate attached hereto as the case may beExhibit D; (e) promptly [intentionally omitted]; (f) [intentionally omitted]; (g) promptly, though only upon the Borrower obtaining actual knowledge thereof, after Xxxxx’x, Fitch Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debtan Investment Grade Tenant, written notice of such rating change;; and (fh) 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, or the ownership and organizational structure of the Borrower Group Entities, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year of the BorrowerGuarantor (and the Borrower if prepared), its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 PriceWaterhouseCoopers LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Guarantor, the Borrower and its the consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerGuarantor (and the Borrower if prepared), its consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Guarantor, the Borrower and its the consolidated subsidiaries 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 (i) certifying that such Financial Officer has reviewed the terms of the Loan Documents, and has made, or caused to be made, under his or her supervision, a review in reasonable detail of the Transactions and consolidated financial position of the Guarantor, the Borrower and the Subsidiaries during the period covered by such reports, (ii) 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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.1 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 SECTION 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and BUSDOCS/1480716.6 #PageNum# (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 120 days after the end of each fiscal year of the BorrowerParent, its the Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO USA, LLP or other independent registered public accounting firm 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 auditaudit (other than a “going concern” exception or qualification resulting from (i) the maturity of the Loans or the loans under any Indebtedness permitted hereunder occurring within one (1) year from the time such opinion is delivered or (ii) anticipated (but not actual) covenant non-compliance hereunder or under other Indebtedness permitted hereunder)) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Parent and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its (i) the Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with all supporting notes and 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 Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Parent on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Pool Property Portfolio Summary Schedule consistent with the form previously provided to the Agent, broken out by Pool Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter net operating income, (iii) operating statements, rent roll and accounts receivable aging for each Pool Property and (iv) a schedule identifying all Capital Events of Parent, Borrower and their Subsidiaries occurring during such fiscal quarter itemizing all gross and net proceeds received by Parent, Borrower and their Subsidiaries from such Capital Events; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (ithe “Compliance Certificate”) 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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date form 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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B 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 of the Parent with the SECSecurities and Exchange Commission (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, or distributed by the Parent or the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) as soon as available but in any event within 90 105 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) as soon as available but in any event within 45 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, comprehensive incomeoperations, 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 position condition 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, 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 (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, Sections 6.06 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) to the extent permitted by the rules of the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board or any other accounting governing body, 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 under Section 6.06 (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 SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch or S&P shall have announced a change in the financial strength rating established or deemed to have been established for the Index Debtof ACA Financial Guaranty Corporation, written notice of such rating change; (fg) promptly after the filing thereof, a copy of each Statutory Statement filed by ACA Financial Guaranty Corporation and any other material Regulated Insurance Company with the Applicable Insurance Regulatory Authority in the jurisdiction in which it is domiciled; (h) promptly following the delivery or receipt, as the case may be, by any Regulated Insurance Company or any of their respective Subsidiaries, copies of (a) each material examination and/or audit report or other submitted to any Regulated Insurance Company by any Applicable Insurance Regulatory Authority, (b) all material information which the Lenders may from time to time reasonably request with respect to the nature or status of any material deficiencies or violations reflected in any examination report or other similar report, and (c) each registration, filing, submission, report, order, direction, instruction, approval, authorization, license or other notice which any Borrower or any Regulated Insurance Company may at any time make with, or receive from, any Applicable Insurance Regulatory Authority that could reasonably be expected to have a Material Adverse Effect; and (i) 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation . Reports and other information that the 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 by the USA Patriot Act. Information and materials financial statements required to be delivered by the Borrower pursuant to clause paragraphs (a), (b), (e) or and (dg) of this Section 5.01 shall be deemed to have been delivered if on the date on which the Borrower posts such information (reports, or one or more reports containing such information) or materials shall be publicly available financial statements, on its website on the Internet at xxx.xxx.xxx or when such reports, or reports containing such financial statements are posted on the SEC’s website at xxx.xxx.xxx; provided that the Borrower shall deliver paper copies of the SEC at xxxx://xxx.xxx.xxx. Information required reports and financial statements referred to be delivered pursuant to in paragraphs (a), (b), (e) and (g) of this Section may also be delivered by electronic communications pursuant 5.01 to procedures approved the Administrative Agent or any Lender who requests it to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative AgentAgent or such Lender.

Financial Statements; Ratings Change and Other Information. The Parent Borrower will furnish to the Administrative Agent for distribution to each Lender: (a) as soon as available and, in any event, within 90 120 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 KPMG LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) as soon as available and, in any event, within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldings, its consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries 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 Holdings or the Parent Borrower (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.07 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower Holdings to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch Xxxxx'x or S&P shall have announced a change in the rating Rating established or deemed to have been established for the Index DebtParent Borrower, written notice of such rating Rating change; (f) within 15 days after the end of each fiscal quarter, an Asset Coverage Certificate (together with any other supplemental reporting and supporting documentation reasonably requested by the Administrative Agent) calculating the Asset Coverage Ratio as of the last day of such fiscal quarter; and (g) promptly following any request 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Parent Borrower will furnish to the Administrative Agent for distribution to each Lender: (a) as soon as available and, in any event, within 90 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 KPMG LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) as soon as available and, in any event, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerHoldings, its consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries 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 Holdings or the Parent Borrower (i) certifying as to whether a Default has occurred and is continuing as of on the date of such certificate thereof and, if such a Default has occurred and is continuing as of the date of on such certificatedate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, Sections 6.09 and 6.10 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) within 90 days after the end of each fiscal year, an annual financial forecast (in a form consistent with forecasts previously provided) for Holdings and its Subsidiaries for the subsequent fiscal year (including a consolidated balance sheet of Holdings and its Subsidiaries as of the end of the prior fiscal year and consolidated statements of income and cash flows of Holdings and its Subsidiaries for such fiscal year); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the Borrower Securities and Exchange Commission, or any Subsidiary with Governmental Authority succeeding to any or all of the SECfunctions of said Commission, or with any national securities exchange, or distributed by the Borrower Holdings to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch any Loan Party obtains knowledge that (i) Xxxxx’x or S&P shall have announced a change in the rating Credit Rating established or deemed to have been established for by such rating agency, written notice of such Credit Rating change and (ii) Xxxxx’x, S&P or Fitch shall have announced a change in the Index Debtcredit rating established by such rating agent with respect to this facility, written notice of such rating change; (fg) within 20 days after the end of each fiscal month, an Asset Coverage Certificate (together with any other supplemental reporting and supporting documentation reasonably requested by the Administrative Agent) calculating the Asset Coverage Ratio as of the last day of such fiscal month; and (h) promptly following any request 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 Agreementany Loan Document, as the Administrative Agent or any Lender may reasonably request; and request (g) promptly following the Administrative Agent’s request therefor, all documentation and other than information that the Administrative Agent reasonably requests on its behalf which is subject to attorney-client privilege or on behalf which would result in a breach of a confidentiality obligation of Holdings or any Lender in order Subsidiary to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA Patriot Actany other Person). Information and materials Documents required to be delivered pursuant to clause (aSection 5.01(a), (b) or (de) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the earliest of the date (i) on which Holdings posts such information documents, or provides a link thereto on Holdings’s website on the Internet at the website address; (ii) on which such documents are posted to the Securities and Exchange Commission’s (or one any Governmental Authority succeeding to any or more reports containing such informationall of the functions of said Commission’s) website (including as part of any 10-K or 10-Q filing) or materials (iii) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or any other 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 (A) Holdings shall be publicly available on have notified the website Administrative Agent of the SEC at xxxx://xxx.xxx.xxx. Information posting of such documents and (B) in the case of documents required to be delivered pursuant to this Section may also be delivered by 5.01(a) or (b), Holdings shall deliver electronic communications pursuant copies of such documents to procedures approved the Administrative Agent if any Lender requests that Holdings deliver such copies until a request to cease delivering copies is given by the Administrative AgentAgent at the request of such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings 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.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) as soon as available but in any event within 90 105 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) as soon as available but in any event within 45 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, comprehensive incomeoperations, 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 position condition 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, 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 (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, Sections 6.06 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) to the extent permitted by the rules of the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board or any other accounting governing body, 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 under Section 6.06 (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 SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch or S&P shall have announced a change in the financial strength rating established or deemed to have been established for the Index Debtof ACA Financial Guaranty Corporation, written notice of such rating change; (fg) promptly after the filing thereof, a copy of each Statutory Statement filed by ACA Financial Guaranty Corporation and any other material Regulated Insurance Company with the Applicable Insurance Regulatory Authority in the jurisdiction in which it is domiciled; (h) promptly following the delivery or receipt, as the case may be, by any Regulated Insurance Company or any of their respective Subsidiaries, copies of (a) each material examination and/or audit report or other submitted to any Regulated Insurance Company by any Applicable Insurance Regulatory Authority, (b) all material information which the Lenders may from time to time reasonably request with respect to the nature or status of any material deficiencies or violations reflected in any examination report or other similar report, and (c) each registration, filing, submission, report, order, direction, instruction, approval, authorization, license or other notice which any Borrower or any Regulated Insurance Company may at any time make with, or receive from, any Applicable Insurance Regulatory Authority that could reasonably be expected to have a Material Adverse Effect; and (i) 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation . Reports and other information that the 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 by the USA Patriot Act. Information and materials financial statements required to be delivered by the Borrower pursuant to clause paragraphs (a), (b), (e) or and (dg) of this Section 5.01 shall be deemed to have been delivered if on the date on which the Borrower posts such information (reports, or one or more reports containing such information) or materials shall be publicly available financial statements, on its website on the Internet at xxx.xxx.xxx or when such reports, or reports containing such financial statements are posted on the SEC’s website at xxx.xxx.xxx; provided that the Borrower shall deliver paper copies of the SEC at xxxx://xxx.xxx.xxx. Information required reports and financial statements referred to be delivered pursuant to in paragraphs (a), (b), (e) and (g) of this Section may also be delivered by electronic communications pursuant 5.01 to procedures approved the Administrative Agent or any Lender who requests it to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative AgentAgent or such Lender.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) as soon as available, and in any event within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) as soon as available, and in any event 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, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then 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 position condition 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, 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 (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05Sections 6.13, 6.14, and 6.15, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 consolidated Subsidiary or any officer of the Borrower or any consolidated Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) no sooner than thirty (30) days prior to the beginning of each fiscal year and no later than the final day of each fiscal year, annual forecasts prepared by the Borrower during such time period (to include forecasted consolidated balance sheets, statements of income, and expenses) for the Borrower and its consolidated Subsidiaries as at the end of and for each month of such succeeding fiscal year and consolidated statements of cash flow for the Borrower and its consolidated Subsidiaries as at the end of and for each month of such succeeding fiscal year; (f) promptly after Xxxxx’xthe furnishing thereof, Fitch a copy of any financial or other material statement or report furnished by the Borrower or any consolidated Subsidiary to any other party pursuant to the terms of any indenture, loan, stock purchase, or credit or similar agreement and not otherwise required to be furnished to the Administrative Agent and the Lenders pursuant to any other clause of this Section 5.01; (g) promptly after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for any Funded Debt of the Index DebtBorrower, written notice of such rating change; (fi) promptly after the formation or acquisition of any Subsidiary, notice of such formation or acquisition, stating with respect to each such Subsidiary its name and jurisdiction of organization and the percentage thereof owned by the Borrower and the other Subsidiaries; and (j) promptly following any request therefor, such other information regarding the operations, business business, affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this AgreementAgreement and the other Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to each Lender through the Administrative Agent for distribution to each LenderAgent: (a) within 90 days after the end of each fiscal year Fiscal Year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; provided, HOWEVER, that, so long as the Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed satisfied by the delivery of, the Annual Report of the Borrower on Form 10-K for such Fiscal Year, signed by the duly authorized officer or officers of the Borrower; (b) within 45 60 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 position condition 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, subject to normal year-end audit adjustments and the absence of footnotes;; PROVIDED, HOWEVER, that, so long as the Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed satisfied by the delivery of the Quarterly Report of the Borrower on Form 10-Q for the relevant Fiscal Quarter, signed by the duly authorized officer or officers of the Borrower. (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether stating that he or she has obtained no knowledge that a Default has occurred and is continuing (except as of the date of set forth in such certificate andcertificate), (ii) if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05Sections 6.03, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate 6.07 and 6.08; and (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 6.05 3.04 which has had an effect on such financial statements and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (ef) promptly after Xxxxx’x, Fitch the Borrower shall have received notice that Moody's or S&P shall have has announced a change in the rating established or deemed xx xxxxed to have been established for the Index Debt, written notice of such rating change;; and (fg) promptly following any request therefor, such other information regarding the operations, business affairs and or financial condition position of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 120 days after the end of each fiscal year of the BorrowerParent, its the Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP CohnReznick, LLC or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Parent and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its (i) the Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with all supporting notes and 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 Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Parent on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter net operating income, and (iii) operating statements, rent roll and accounts receivable aging for each Mortgaged Property; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (ithe “Compliance Certificate”) 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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date form 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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B 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 Borrower Parent, the Borrower, or any Subsidiary with of the SECParentwith the Securities and Exchange Commission (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, or distributed by the Parent or the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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 SubsidiaryCredit Party, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year of the BorrowerGuarantor (and the Borrower if prepared), its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 PriceWaterhouseCoopers LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Guarantor, the Borrower and its the consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerGuarantor (and the Borrower if prepared), its consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Guarantor, the Borrower and its the consolidated subsidiaries 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 (i) certifying that such Financial Officer has reviewed the terms of the Loan Documents, and has made, or caused to be made, under his or her supervision, a review in reasonable detail of the Transactions and consolidated financial position of the Guarantor, the Borrower and the Subsidiaries during the period covered by such reports, (ii) 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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.1 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 SECTION 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and BUSDOCS/1480716.6 (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent (for distribution to each Lender:): (a) within 90 days after the end of each fiscal year of the BorrowerHoldings, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 registered public accounting firm accountants of recognized national standing (without a “going concern” or like 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within 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, comprehensive incomeoperations, 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 position condition and results of operations and cash flows of the Borrower Holdings and its consolidated subsidiaries 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 in substantially the form of Exhibit 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 of such certificate thereof and, if such a Default or Event of Default has occurred and is continuing as of the date of such certificatethereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, the Interest Coverage Ratio and 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 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above if and to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether extent that any material change in GAAP or in the application thereof that has occurred since the date of the most recent audited financial statements provided under in accordance with this Agreement that has had a significant effect an impact on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.05 and, if any such change has occurredfinancial statements, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 SECU.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, 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 after Xxxxx’x, Fitch 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 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.1(a) or Section 5.1(b) may, upon notice to the Administrative Agent (which notice may also be included in the relevant Compliance Certificate), be delivered by electronic communications pursuant electronically and if so delivered, shall be deemed to procedures approved have been delivered on the date (i) on which Holdings posts such information, or 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 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 will furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 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 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, 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, in all material respects, the financial 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 (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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’xMxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxxhxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception arising out of the scope of the audit, 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 position condition 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; (b) within 45 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, comprehensive incomeoperations, 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 Borrower as presenting fairly, fairly in all material respects, respects the financial position condition 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, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (except with respect to subclause (iv) below) clause (b) above, a certificate of a Financial Officer of the Borrower (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05Sections 6.05 and 6.06, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (iv) listing all Significant Subsidiaries as of the end of the relevant fiscal year; (d) [reserved]; (e) promptly after the same become publicly available, copies of all periodic and other reportsreports (including reports on Form 8-K), proxy statements and other materials non-routine filings, reports or statements filed by the Borrower or any Subsidiary with the SEC or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may beor any non-routine reports, statements or filings made with any national securities exchange; (ef) promptly after Xxxxx’x, Fitch or S&P 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;; and (fg) promptly following any request therefor, (i) 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; and request and (gy) promptly following information and documentation reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) for purposes of compliance with applicable AML Laws (including the Beneficial Ownership Regulation). Notwithstanding the foregoing and the immediately succeeding sentence, the Borrower’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf obligations to deliver documents 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause under any of clauses (a), (b) and (e) above shall be deemed to be satisfied upon the relevant documents or information being publicly available on the Borrower’s website or other publicly available electronic medium (dsuch as XXXXX) of within the time period required by such clause and thereafter being continuously so available. Documents required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) or materials , shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved have been posted by the Administrative AgentAgent on SyndTrak, IntraLinks or a similar site to which Lenders have been granted access. Each Lender shall be solely responsible for timely accessing posted documents and maintaining copies of such documents.

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent for distribution transmission to each LenderLender by the Administrative Agent, including Public-Xxxxxx: (a) within 90 days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related consolidated statements of incomeoperations, comprehensive income, changes in 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 or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Company and its consolidated subsidiaries Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related consolidated statements of incomeoperations, comprehensive income, stockholders’ equity income 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 position condition and results of operations and cash flows of the Borrower Company and its consolidated subsidiaries 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 Company (i) (x) certifying as that, to whether such Financial Officer’s knowledge, no Default has occurred and is continuing or, (y) if, to such Financial Officer’s knowledge, a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.09, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (iv) providing unaudited consolidating financial information that presents in reasonable detail available to the Company’s management the differences between the consolidated cash, indebtedness and EBITDA relating to the Company and its Subsidiaries, on the one hand, and the consolidated cash, indebtedness and EBITDA relating to the Unrestricted Subsidiaries (if any) on the other hand; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company with the SEC under the Exchange Act, or any Subsidiary with Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower Company to its shareholders generally, as the case may be, other than non-material disclosures; (e) promptly after Xxxxx’x, S&P or Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index DebtPublic Debt Rating, written notice of such rating change;; and (f) reasonably promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or Agent, at the request of any Lender Lender, may reasonably request; and provided that in no event shall the Company or any Restricted Subsidiary be required to disclose information (gx) promptly following to the Administrative Agent’s request therefor, all documentation and other information extent that such disclosure to the Administrative Agent reasonably requests on its behalf or on behalf such Lender violates any bona fide contractual confidentiality obligations by which it is bound, so long as (i) such obligations were not entered into in contemplation of this Agreement or any of the other Transactions and (ii) such obligations are owed by it to a third party, or (y) as to which it has been advised by counsel that provision of such information to the Administrative Agent or such Lender in order would give rise to comply with its ongoing obligations under applicable “know your customer” and antia waiver of attorney-money laundering rules and regulations, including information required by the USA Patriot Actclient privilege. Information and materials required to be delivered pursuant to clause (a), (b) or (df) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) or materials , shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxxCompany or the SEC. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each LenderAgent: (a) within 90 days after the end of each fiscal year of the Borrower, its on XXXXX (or (i) upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX, or (ii) if such statement or report is no longer available on XXXXX for any reason, a copy of such statement or report described below to each Lender and the Administrative Agent), the Borrower's audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity partners' capital 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 Xxxxx Xxxxxxxx LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower on XXXXX (or (i) upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX, or (ii) if such statement or report is no longer available on XXXXX for any reason, a copy of such statement or report described below to each Lender and the Administrative Agent), the Borrower, its 's consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity 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 the Borrower's Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition 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, 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 substantially in the form of Exhibit F attached hereto (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.17 and Section 6.18, and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (d) promptly after the same become publicly available, on XXXXX (or (i) upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX, or (ii) if such statement or report is no longer available on XXXXX for any reason, a copy of such statement or report described below to each Lender and the Administrative Agent) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly within fifteen (15) days after Xxxxx’xthe filing thereof, Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debtcopies of all income tax returns, written notice attachments, forms, exhibits and extensions of such rating changeeach Loan Party; (f) within ten (10) days after the end of each quarter of each fiscal year of the Borrower, a summary of the outstanding principal balance of the Loans compared to the Pledged Collateral Market Value; and (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 the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent for distribution transmission to each LenderLender by the Administrative Agent, including Public-Xxxxxx: (a) within 90 days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related consolidated statements of incomeoperations, comprehensive income, changes in 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 or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Company and its consolidated subsidiaries Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its consolidated balance sheet and related consolidated statements of incomeoperations, comprehensive income, stockholders’ equity income 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 position condition and results of operations and cash flows of the Borrower Company and its consolidated subsidiaries 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 Company (i) (x) certifying as that, to whether such Financial Officer’s knowledge, no Default has occurred and is continuing or, (y) if, to such Financial Officer’s knowledge, a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.09, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (iv) providing unaudited consolidating financial information that presents in reasonable detail available to the Company’s management the differences between the consolidated cash, indebtedness and EBITDA relating to the Company and its Subsidiaries, on the one hand, and the consolidated cash, indebtedness and EBITDA relating to the Unrestricted Subsidiaries (if any) on the other hand; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company with the SEC under the Exchange Act, or any Subsidiary with Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower Company to its shareholders generally, as the case may be, other than non-material disclosures; (e) promptly after Xxxxx’x, S&P or Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index DebtPublic Debt Rating, written notice of such rating change; (f) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (g) reasonably promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary, or compliance with the terms of this Agreement, as or information and documentation for the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf purposes of any Lender in order to comply compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, regulations (including information required by the USA Patriot Act), as the Administrative Agent, at the request of any Lender, may reasonably request; provided that in no event shall the Company or any Restricted Subsidiary be required to disclose information (x) to the extent that such disclosure to the Administrative Agent or such Lender violates any bona fide contractual confidentiality obligations by which it is bound, so long as (i) such obligations were not entered into in contemplation of this Agreement or any of the other Transactions and (ii) such obligations are owed by it to a third party, or (y) as to which it has been advised by counsel that provision of such information to the Administrative Agent or such Lender would give rise to a waiver of attorney-client privilege. Information and materials required to be delivered pursuant to clause (a), (b) or (dg) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) or materials , shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxxCompany or the SEC. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each LenderAgent: (a) within 90 Within twenty (20) days after the Borrower is required to file the same with the Commission, copies of the annual reports, quarterly reports and current reports containing financial statements and related financial information (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Borrower may be required to file with the Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; provided, however, that the foregoing shall not be deemed to require the Borrower to furnish any current reports filed with the Commission that include the Borrower’s public announcement of its quarterly financial results of operations and related financial information each fiscal quarter. If the Borrower is not required to file information, documents or reports pursuant to either of said Sections, then such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13(a) of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. (b) Within sixty (60) days of the end of each fiscal year quarter of the Borrower, its audited consolidated balance sheet and related statements of income, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 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 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, 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, in all material respects, the financial 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 (i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date of such certificate and, if such a Default or Event of Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.14 and Section 6.15 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last 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 delivered pursuant to in Section 6.05 5.01(a) and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (c) within thirty (30) days after the end of each month, a Borrowing Base Certificate, together with supporting calculations, accounts receivable aging report and such other schedules, computations and other information as may be requested by the Administrative Agent. (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as generally concerning material developments in the case may bebusiness of the Borrower or any of its Subsidiaries; (e) promptly after Xxxxx’xwithin ninety (90) days following the commencement of each fiscal year, Fitch or S&P the Borrower’s operating and capital expenditure budgets and cash flow forecast for such fiscal year (which shall have announced include a change in the rating established or deemed to have been established projected consolidated balance sheet summary for the Index Debt, written notice Borrower and its Subsidiaries as of the last day of such rating changefiscal year and the related projected statements of consolidated income and cash flows for such fiscal year); (f) promptly upon receipt of any complaint, order, citation, notice or other written communication from any Person with respect to, or upon any Obligor’s obtaining knowledge of, (i) the existence or alleged existence of a violation of any applicable Environmental Law or any Environmental Liability in connection with any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, (ii) any release of Hazardous Substances on such property or any part thereof in a quantity that is reportable under any applicable Environmental Law which could reasonably be expected to result in a Material Adverse Effect, and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal of any permit required under any applicable Environmental Law which could reasonably be expected to result in a Material Adverse Effect. Such notice shall contain a certificate of an executive officer of such Obligor, setting forth, in reasonable detail, such matter and the actions, if any, that such Obligor is required or proposes to take; and (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 the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that in order to enable the 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” determine whether the terms, covenants, provisions and anti-money laundering rules and regulations, including information required by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) conditions of this Section shall be deemed to Agreement have been delivered if such information (or one or more reports containing such information) or materials complied with; provided that the foregoing shall not be publicly available on construed to expand the website provisions of the SEC at xxxx://xxx.xxx.xxx. Information required Section 5.06 with respect to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentannual audits.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender, including their Public-Xxxxxx: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 Deloitte & Touche LLP or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition 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; (b) 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, comprehensive incomeoperations, 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 position condition 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, 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 Compliance Certificate, substantially in the form of Exhibit E, of a Financial Officer of the Borrower (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 continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, 6.11 and (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate; (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 SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials Documents required to be delivered pursuant to clause (aSection 5.01(a), (b) or (d) of this Section (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered if on the date (i) on which such information (or one or more reports containing such information) or materials shall be 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 of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved 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 or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) 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 timely accessing posted documents or requesting 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 and Parent will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 180 days after the end of each fiscal year of the BorrowerHighland, its Highland’s audited consolidated unconsolidated balance sheet and related statements of income, comprehensive incomeoperations, 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 PricewaterhouseCoopers LLP KPMG or other independent registered public accounting firm 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, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis Highland in accordance with GAAP consistently applied; (b) within 45 120 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its consolidated Parent’s audited unconsolidated balance sheet and related statements of incomeoperations, comprehensive incomestockholders’ 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 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 Parent in accordance with GAAP consistently applied; (c) within 60 days after the end of each fiscal quarter of each fiscal year of Highland, Highland’s unconsolidated 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, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations of Highland in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; except that information shall be provided on a standalone basis and not subject to GAAP consolidation requirements.; (d) within 60 days after the end of each fiscal quarter of each fiscal year of Parent, Parent’s unconsolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the Borrower 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 consolidated subsidiaries on a consolidated basis Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ce) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of Highland and a compliance certificate of a Financial Officer of NMOP (collectively, the Borrower (i“Compliance Certificate”) 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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date form 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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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 changeExhibit B attached hereto; (f) 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; and (g) promptly following within 180 days after the Administrative Agent’s request thereforend of each calendar year, personal financial statements of Xxxxx Xxxxxx and Xxxxxx Xxxxxx, and accompanying supporting schedules, all documentation and other information that the Administrative Agent in such form as may be 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, 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 PricewaterhouseCoopers LLP or other independent registered public accounting firm 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 position 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; (b) 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, 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, in all material respects, the financial position 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, 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 (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 continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.056.08, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (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 6.05 6.08 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (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 SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (e) promptly after Xxxxx’x, Fitch 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; and; (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Act and information described in Section 9.15; and (h) on the date the Acquisition is consummated, a certificate executed by a Responsible Officer on behalf of the Borrower substantially in the form of Exhibit H. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (information, or one or more annual or quarterly reports containing such information) or materials , shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for distribution to and each Lender: (a) within 90 120 days after the end of each fiscal year of the BorrowerParent, its the Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO USA, LLP or other independent registered public accounting firm 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 auditaudit (other than a “going concern” exception or qualification resulting from (i) the maturity of the Loans or the loans under any Indebtedness permitted hereunder occurring within one (1) year from the time such opinion is delivered or (ii) anticipated (but not actual) covenant non-compliance hereunder or under other Indebtedness permitted hereunder)) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower Parent and its consolidated subsidiaries Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerParent, its (i) the Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with all supporting notes and 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 Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Borrower and its consolidated subsidiaries Parent on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Pool Property Portfolio Summary Schedule consistent with the form previously provided to the Agent, broken out by Pool Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter Net Operating Income, and (iii) operating statements, rent roll and accounts receivable aging for each Pool Property; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (ithe “Compliance Certificate”) certifying as to whether in the form of Exhibit B attached hereto and a Default has occurred and is continuing as borrowing base certificate of a Financial Officer of the date of such certificate and, if such a Default has occurred and is continuing as of Parent (the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii“Borrowing Base Certificate”) setting forth reasonably detailed calculations demonstrating compliance with Section 6.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date form 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 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit H 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 of the Parent with the SECSecurities and Exchange Commission (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, or distributed by the Parent or the Borrower to its shareholders generally, as the case may be;; and (e) promptly after Xxxxx’x, Fitch 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 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; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the 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 by the USA Patriot Act. Information and materials required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information (or one or more reports containing such information) or materials shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.