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

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern ” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 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 operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (x) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (y) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 , 6.05 , 6.06 , 6.09 and 6.10 and (z) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator ; (e) promptly after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating or the rating of any Qualified Receivables Transaction, written notice of such rating change; and 44

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender, including their Public-Xxxxxx: (a) within 90 ninety (90) days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification qualification, commentary or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its unaudited consolidated balance sheet and related unaudited 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 in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) Subject to Section 9.14, the Company further agrees to clearly label the financial statements described in clauses (a) and (b) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the Administrative Agent. (d) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) a compliance certificate in the balance sheet of the Borrower form attached hereto as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified Exhibit E signed by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the each Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (xi) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (yii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 Section 6.11, 6.05 together with any updates to Schedules CDOS, 6.06 EGL, 6.09 ES and 6.10 3.05 and financial reporting to support the financial covenant calculations and (ziii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (de) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating 59 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); (f) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary of its Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be be; provided that any statements, reports, notices, press releases or other information referred to in this Section 5.01(f) that are either (x) filed with any securities exchange or with the SEC or any governmental or private regulatory authority and publicly available or (y) upon available to the request of public on the Company’s web site shall be deemed delivered to the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator ; Agent hereunder. (eg) promptly after Xxxxx’x Xxxxx’x, S&P or S&P Fitch shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the Company or the rating of any Qualified Receivables TransactionIndex Debt, as applicable, written notice of such rating change; and 44(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. SECTION 5.02.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 120 days after the end of each fiscal year of the Borrower, : (i) its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche, LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the delivery within the time period specified above of the Borrower’s Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, shall be deemed to satisfy the requirements of Section 5.01(a)(i); (ii) its unaudited balance sheet and related statements of operations, and stockholders’ equity 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 certified by its Chief Financial Officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a standalone basis in accordance with GAAP consistently applied; and (iii) its unaudited consolidating statement as of end of and for such year as reported on Form U3/A–2 filed with the U.S. Securities and Exchange Commission, provided the Borrower is required to file such form; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, : (i) its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers Chief Finan­cial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently consis­tently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that delivery within the time period specified above of copies of the Borrower’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.01(b)(i); and (ii) its unaudited balance sheet and related statements of operations and stockholders’ equity 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 its Chief Finan­cial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a standalone 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, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (xi) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (yii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 , 6.05 , 6.06 , 6.09 and 6.10 and (ziii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate unless otherwise disclosed in the Borrower’s Forms 10-K or 10-Q delivered under Section 5.01(a) or (b); (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental 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 share­holders generally, as the case may be and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator be; (e) promptly after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the rating of any Qualified Receivables Transaction, Index Debt (i) written notice of such rating changechange and (ii) if the Index Debt is rated less than BBB- (stable) by Standard & Poor or Baa3 (stable) by Xxxxx’x, the notice shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower whether or not there has been a change in the business, assets, operations, prospects or conditions, financial or otherwise, having a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole; and 44(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 Lender may reasonably request. SECTION 5.02.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each LenderAgent: within ninety (a90) within 90 days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operations, stockholders’ equity equity, and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification qualification, commentary or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied and certified by a Financial Officer of the Borrower; within ninety (b90) days after the end of each fiscal year of the Company, one (1)-year projected consolidated balance sheet, income statement, statements of cash flows and sources and uses and covenant compliance projections of the Company and its Subsidiaries commencing from the end of such fiscal year; within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, its unaudited consolidated balance sheet and related unaudited 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 in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (bc) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified a Compliance Certificate signed by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (xi) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (yii) certifying (and setting forth reasonably detailed calculations demonstrating demonstrating) compliance with Sections 6.01 Section 6.12, 6.05 together with reports on newly acquired Eligible Unencumbered Real Property Assets, 6.06 including a listing thereof and their Net Operating Income and acquisition cost, 6.09 any updates to Schedule 3.14 and 6.10 financial reporting to support the financial covenant calculations (including that the applicable Real Property Asset satisfies the eligibility criteria set forth in the definition of “Eligible Unencumbered Real Property Asset”), (iii) specifying each (if any) sale, encumbrance with a Lien to secure Indebtedness or other transfer occurring during the most recently ended fiscal quarter of any Eligible Unencumbered Real Property Asset, (iv) in the case of the inclusion of any new Mortgage Note in the computation of Eligible Unencumbered Mortgage Note Value, the Borrower shall include an updated description of all Mortgage Notes included in the computation of Eligible Unencumbered Mortgage Note Value, and (zv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 that affects the Borrower and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate (it being understood that the Real Property Assets or Mortgage Notes acquired during the compliance reporting period that comply with the eligibility requirements for Eligible Unencumbered Real Property Assets or Eligible Unencumbered Mortgage Note Value, as applicable, as of the date of the Compliance Certificate shall be included in the calculation of financial covenants set forth in Section 6.12); (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Company, the Borrower or any Subsidiary of their respective Subsidiaries with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be be; provided that any statements, reports, notices, press releases or other information referred to in this Section 5.01(e) that are either (x) filed with any securities exchange or with the SEC or any governmental or private regulatory authority and publicly available or (y) upon available to the public on the Company’s web site shall be deemed delivered to the Administrative Agent hereunder; and promptly following any request therefor, such other additional data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial condition, results of operations or business prospects of the Company, the Borrower or any of their respective Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; provided that in no event shall the Company or the Borrower 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 the provision of such information to the Administrative Agent or such Lender would give rise to a waiver of attorney-client privilege. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on an Electronic System and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, copies of all Consolidated Reports of Condition the Joint Lead Arrangers, the Issuing Banks and Income the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and each other financial report filed by proprietary) with respect to the Borrower or any Subsidiary with any appropriate its securities for purposes of United States federal bank regulator and state securities laws; (ey) promptly after Xxxxx’x all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of an Electronic System designated “Public Investor;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion or S&P shall have announced a change in the Borrower’s credit rating or the rating of any Qualified Receivables Transaction, written notice of such rating change; and 44an Electronic System not designated “Public Investor.”

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within 90 120 days after the end of each fiscal year of the Borrower, : (i) its audited consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG Deloitte & Touche, LLP or other independent public accountants of recognized national standing (without a “"going concern ” concern" or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, shall be deemed to satisfy the requirements of Section 5.01(a)(i); (ii) its unaudited balance sheet and related statements of operations, and stockholders' equity 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 certified by its Chief Financial Officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a standalone basis in accordance with GAAP consistently applied; and (iii) its unaudited consolidating statement as of end of and for such year as reported on Form U3/A-2 filed with the U.S. Securities and Exchange Commission, provided the Borrower is required to file such form; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, : (i) its consolidated balance sheet and related statements of operations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Chief Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that delivery within the time period specified above of copies of the Borrower's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.01(b)(i); and (ii) its unaudited balance sheet and related statements of operations and stockholders' equity 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 its Chief Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a standalone 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, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (xi) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (yii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 , 6.05 , 6.06 , 6.09 and 6.10 and (ziii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate unless otherwise disclosed in the Borrower's Forms 10-K or 10-Q delivered under Section 5.01(a) or (b); (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator be; (e) promptly after Xxxxx’x Xxxxx'x or S&P shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the rating of any Qualified Receivables Transaction, Index Debt (i) written notice of such rating changechange and (ii) if the Index Debt is rated less than BBB- (stable) by Standard & Poor or Baa3 (stable) by Xxxxx'x, the notice shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower whether or not there has been a change in the business, assets, operations, prospects or conditions, financial or otherwise, having a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole; and 44(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 Lender may reasonably request. SECTION 5.02.

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (ain electronic or hard copy form): (i) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP PriceWaterhouseCoopers or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (bii) 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 operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (xi) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (yii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 Section 3.10, 6.05 Section 6.01, 6.06 Section 6.07, Section 6.09 and 6.10 Section 6.12 (in the form of compliance certificate attached hereto as Exhibit 5.01) and (ziii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (div) concurrently with any delivery of financial statements under clause (i) above, an annual budget of the Borrower and the Subsidiaries for such fiscal year; (v) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be and be; (yvi) upon promptly following the request occurrence thereof, notice of any change in any rating of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed Borrower by the Borrower or any Subsidiary with any appropriate federal bank regulator ; (e) promptly after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating or the rating of any Qualified Receivables Transaction, written notice of such rating changeS&P; and 44and

Financial Statements; Ratings Change and Other Information. The At any time after the Closing Date, the Company and the Term Facility Borrower will furnish to the Administrative Agent and each LenderAgent: (a) within 90 100 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each fiscal year Fiscal Year of the BorrowerCompany ending after the Closing Date, its audited consolidated balance sheet and related statements of operations, stockholderscomprehensive income, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, if any, all reported on by KPMG Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit other than a “going concern” qualification pertaining to the maturity of the Loans, the Commitments and loans under the Existing Revolving Credit Agreement, the Existing Notes or the Omega Surviving Debt, in each case occurring within 12 months of the relevant audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (except as may be indicated in the notes thereto); (b) within 45 55 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC giving effect to any extension thereunder) after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowerCompany, beginning with the first Fiscal Quarter ending after the Closing Date, its consolidated balance sheet and related statements of operations, stockholderscomprehensive income, shareholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, if any, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of 53 the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with with, or within five Business Days after, any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C Company (xi) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (yii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 , 6.05 , 6.06 , 6.09 and 6.10 and 6.11 and (ziii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly availableconcurrently with any delivery of financial statements under clause (a) above, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all a certificate of the functions accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of said Commission, or with their examination of such financial statements of any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case Default (which certificate may be and (y) upon limited to the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed extent required by the Borrower accounting rules or any Subsidiary with any appropriate federal bank regulator guidelines); (e) promptly after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the Index Debt or its cessation of, or its intent to cease, rating of any Qualified Receivables Transactionthe Index Debt, written notice of such rating change, cessation or intent to cease, as applicable; and 44(f) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (acting through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender (acting through the Administrative Agent) for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Information required to be delivered pursuant to this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual reports containing such information, shall be available on the web site of the SEC at xxxx://xxx.xxx.xxx or on the Company’s web site at xxxx://xxx.xxxxxxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. SECTION 5.02

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent 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 operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 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 operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then 42 elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated consolidated, and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (x) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (y) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 6.01, 6.05 6.05, 6.06 6.06, 6.09 and 6.10 and (z) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator regulator; (e) promptly after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating or the rating of any Qualified Receivables Transaction, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and 44financial 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) on or promptly after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance acceptable to the Administrative Agent. 43

Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent 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 operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 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 operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all 38 material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit C (x) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (y) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 6.01, 6.05 6.05, 6.06 6.06, 6.09 and 6.10 and (z) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator be; (e) promptly after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating or the rating of any Qualified Receivables Transaction, written notice of such rating change; and 44(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. Financial statements and other documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered (i) to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission, when such filing is available to the Lenders on the XXXXX website or (ii) in any case, on the date on which such documents are posted on the Borrower’s behalf on an Internet website to which each Lender and the Administrative Agent has access and the Borrower notifies the Administrative Agent and the Lenders of such posting. If the Borrower provides the financial statements and other documents required to be delivered pursuant to this Section 5.01 electronically pursuant to the preceding sentence, the Borrower will provide printed versions of such financial statements and other documents to any Lender upon such Lender’s request.

Financial Statements; Ratings Change and Other Information. The Borrower Company will furnish to the Administrative Agent and each Lender: (a) within 90 100 days after the end of each fiscal year of the BorrowerCompany, its audited consolidated balance sheet and related statements of operationsincome, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern concern” or like qualification qualification, commentary or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 55 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 statements of operations, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower Company and its Consolidated consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower Company (each, a “Compliance Certificate”), in substantially the form of Exhibit C B, (xi) certifying as to whether a Default has occurred and is continuing and, if a Default has occurredoccurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (yii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01 , 6.05 , 6.06 , 6.09 and 6.10 and (z) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificateapplicable Financial Covenants; (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Borrower Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Borrower Company to its shareholders generally, as the case may be be; and (y) upon promptly following any request therefor, such other information regarding the request operations, business affairs and financial condition of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower Company or any Subsidiary Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any appropriate federal bank regulator Lender may reasonably request; (eprovided that the Company shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Company or any of its Subsidiaries and their respective businesses and not constituting financial information. NAI-1539367892v12 Any financial statements required to be delivered pursuant to Section 5.01(a) promptly after Xxxxx’x or S&P 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have announced a change in been furnished to the BorrowerAdministrative Agent on the date that such financial statement or other information is posted on the SEC’s credit rating website at xxx.xxx.xxx or the rating of any Qualified Receivables Transaction, written notice of such rating change; and 44website for the Company.