Common use of Financial Statements, Reports, etc Clause in Contracts

Financial Statements, Reports, etc. Furnish to the Administrative Agent: (a) within 90 days after the end of each fiscal year, (i) the annual audited consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; and (d) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche UHY LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)consistently applied; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10, 6.11, 6.12 and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) within 90 days after the beginning of each fiscal year of the Borrower, 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 for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any 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 to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness of Total Indebtedness the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and Combined EBITDA(ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (di) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at xxxx://xxx.xxxxxx.xxx/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. Furnish During the Relevant TARP Period, AIG shall furnish to the Administrative AgentUST: (a) within 90 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of AIG and its consolidated Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Groupits operations during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors AIG and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly its unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group AIG and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-consolidated results of its operations during such fiscal quarter and the then- elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (c) concurrently within 30 days after the end of the first two fiscal months of each fiscal quarter, AIG’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with any delivery comparison to AIG’s budgets of financial statements under comparable information for such periods; (ad) or (b) above, a certificate of a Financial Officer (i) certifying thatwithin 45 days following the end of each fiscal quarter of each fiscal year, an update to the best budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year (in substantially the same form as the corresponding reports previously provided to the FRBNY pursuant to Section 5.04(e) of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto FRBNY Credit Facility) and (ii) setting forth computations promptly and in reasonable detail any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (d); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by AIG or any of its Subsidiaries with the SEC, or any Governmental Entity succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its shareholders generally, as the case may be (except that AIG and its Subsidiaries shall not be obligated to furnish to the UST copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) or are on AIG’s website and (ii) AIG has provided the UST with notice that any such materials relating to or reflecting the occurrence of a Material Adverse Regulatory Event or any other event that could reasonably be expected to have a materially adverse impact upon the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Subsidiary of AIG filing such materials or of AIG and its Subsidiaries, taken as a whole, have been so posted); (f) promptly following delivery thereof to the AIG Board, copies of board packages and presentations; (g) promptly after the receipt thereof by AIG or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) as soon as available but not later than 150 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the unaudited Annual Statement of each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, copies of the unaudited Annual Statement of such Insurance Subsidiary, the Annual Statement and a list of all jurisdictions in which the Annual Statement was filed, to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Entity, audited and certified by independent certified public accountants of recognized national standing; (i) as soon as available but not later than 75 days after the close of each of the first three fiscal quarters of each fiscal year of each Insurance Subsidiary of AIG, copies of the Quarterly Statement of such Insurance Subsidiary (if applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (j) promptly following the delivery thereof to, or receipt thereof by, AIG or any of its Subsidiaries, any draft or final examination reports, risk- adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable Law by, or any other report with respect to, any Insurance Subsidiary of AIG; (k) within 90 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (l) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Insurance Subsidiary of AIG that AIG or such Insurance Subsidiary may file with the applicable Department; (m) prior to the filing thereof, copies of any proposed filing on Form D and any supporting materials that AIG or any of its Insurance Subsidiaries that is a Domestic Subsidiary intends to file with any applicable Department, and copies of any proposed equivalent filing and any supporting materials that AIG or any of its Insurance Subsidiaries that is a Foreign Subsidiary intends to file with any applicable Department; (n) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the UST may request from time to time in its sole discretion) a statement of projected cash receipts and cash disbursements for AIG and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; andUST; (do) daily risk assessment profile reports in form satisfactory to the UST; (p) promptly, from time to time, such other information regarding the operationsinformation, business affairs including such additional regular financial, management and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Documentother reports, as the Administrative Agent UST shall request in consultation with AIG to enable the UST to monitor the business, assets, liabilities, operations, condition, results and prospects of AIG and its Subsidiaries, and the regulatory environment in which AIG and its Subsidiaries operate. AIG shall take all steps necessary or requested by the UST to establish (or, if already established, maintain) a reporting regime that satisfies the objective of the preceding sentence; and (q) such other information and notices as UST may reasonably requestrequest from time to time. Notwithstanding the foregoing, reports required to be delivered under paragraphs (h), (i) and (k) above with respect to any Insurance Subsidiary of AIG may be provided as part of a consolidated report for a group of Insurance Subsidiaries of AIG including such Insurance Subsidiary, consistent with AIG’s past practices and in accordance with applicable Laws.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche UHY LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)consistently applied; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10 and 6.11 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) within 90 days after the beginning of each fiscal year of the Borrower, 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 for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any 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 to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness of Total Indebtedness the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(l) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and Combined EBITDA(ii) any notices described in Section 101(1)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (di) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at xxxx://xxx.xxxxxx.xxx/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender 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.

Financial Statements, Reports, etc. Furnish In the case of IBM or IBMCLLC, as applicable, furnish to the Administrative AgentAgent for distribution to the Lenders: (a) as soon as available and in any event within 90 days after the end of each fiscal year, (i) copies of the report filed by IBM and IBMCLLC with the SEC on Form 10-K in respect of such fiscal year, each accompanied by IBM’s annual audited report in respect of such fiscal year or, if IBM or IBMCLLC, as applicable, is not required to file such a report in respect of such fiscal year, the consolidated statements of financial position and related consolidated statements of earnings, cash flows and stockholders’ equity of IBM and its Subsidiaries or the consolidated statement of financial condition position and related consolidated statements of operationsearnings, comprehensive income, cash flows and changes in partnersmembers’ capital and cash flows interest of IBMCLLC, as applicable, as of the end close of and for such fiscal year of Blackstone Groupyear, reported upon all audited by Deloitte & Touche LLP PricewaterhouseCoopers or another other independent registered public accounting firm accountants of recognized national standing without any “scope and accompanied by an opinion of audit” qualification or statement from such accounting firm accountants to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concernconsolidated financial statements fairly present the financial position, (ii) the unaudited annual condensed and consolidated statement results of financial condition and condensed and consolidated statements of income and operations, cash flows as and changes in stockholders’ equity of IBM and its Subsidiaries or the end financial position, results of operations, cash flows and for such fiscal year changes in members’ interest of the combined Guarantors IBMCLLC and the its Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreementas applicable, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)GAAP; (b) as soon as available and in any event within 60 50 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year, (i) copies of the unaudited quarterly reports filed by IBM and IBMCLLC with the SEC on Form 10-Q in respect of such quarterly period, or if IBM or IBMCLLC is not required to file such a report in respect of such quarterly period, the unaudited condensed consolidated statements of financial position and related unaudited consolidated statements of earnings, cash flows and stockholders’ equity of IBM and its Subsidiaries or the consolidated statement of financial condition position and condensed and related consolidated statements of operationsearnings, comprehensive income, cash flows and changes in partnersmembers’ capital and cash flows interest of Blackstone Group IBMCLLC, as applicable, as of the end close of and for such fiscal quarter and the then-elapsed portion of the fiscal yearquarter, certified by a Financial Responsible Officer of IBM or IBMCLLC, as applicable, as fairly presenting fairly, in all material respects, the financial position and position, results of operations operations, cash flows and changes in stockholders’ equity of Blackstone Group on a consolidated basis IBM and its Subsidiaries or the financial position, results of operations, cash flows and changes in members’ interest of IBMCLLC and its Subsidiaries, as applicable, in accordance with GAAP consistently appliedGAAP, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred which are not expected to be material in clause (i) to the unaudited financial statements referred to in clause (ii)amount; (c) concurrently with any delivery of financial statements under by IBM or IBMCLLC described in paragraph (a) or (b) aboveabove (whether contained in a report filed with the SEC or otherwise), a certificate of a Financial Responsible Officer of IBM or IBMCLLC, as applicable, substantially in the form of Schedule 6.2(c); (d) promptly after the same become publicly available, copies of (i) certifying thatall financial statements, notices, reports and proxy materials distributed to the best stockholders of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto IBM and (ii) setting forth computations in reasonable detail satisfactory all reports on Form 10-K, 10-Q and 8-K (or their equivalents) filed by IBM or IBMCLLC with the SEC (or with any Governmental Authority succeeding to any or all of the functions of the SEC) pursuant to the Administrative Agent demonstrating compliance with periodic reporting requirements of the Financial CovenantsSecurities Exchange Act of 1934, including reasonably detailed computations as amended, and the rules and regulations promulgated thereunder; provided, that documents required to be furnished under this paragraph (d) shall be deemed furnished when made available via the XXXXX (or any successor) system of Total Indebtedness and Combined EBITDA; andthe SEC; (de) promptly, from time to time, such other publicly available documents and information regarding the operations, business affairs and financial condition of the Guarantors IBM, IBMCLLC or the Subsidiariesany Significant Subsidiary (including information relating to “know your customer” or similar identification procedures), or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. With respect to the documents referred to in paragraphs (a) through (e) above, IBM shall furnish such number of copies as the Administrative Agent or the Lenders shall reasonably require for distribution to their personnel in connection with this Agreement.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative AgentLender: (a) within 90 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Groupits operations during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly its unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of such fiscal quarter and for the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (c) within 30 days after the end of the first two fiscal months of each fiscal quarter, the Borrower’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with comparison to the Borrower’s budgets of comparable information for such periods; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in form reasonably satisfactory to the Lender (i) certifying that, to the best of his or her knowledge, that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent Lender demonstrating compliance with the Financial Covenantscovenants contained in Section 6.11 and Section 6.12; (e) (i) within 15 days following the Closing Date, including reasonably detailed computations (A) an annual budget for fiscal year 2008 in form satisfactory to the Lender, (B) a corporate outlook report for fiscal year 2009 in form satisfactory to the Lender and (C) a briefing paper on the proposed divestiture program, identifying businesses expected to be sold, the anticipated value of Total Indebtedness those businesses and Combined EBITDAthe expected timing of those sales, (ii) within 45 days following the end of each fiscal quarter of each fiscal year, an update to the budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year and an updated briefing report on the proposed divestiture program and (iii) promptly and in any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (e); (f) 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 U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders generally, as the case may be (except that the Borrower and its Subsidiaries shall not be obligated to furnish to the Lender copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) or are on the Borrower’s website and (ii) the Borrower has provided the Lender with notice that such materials have been so posted); (g) promptly following delivery thereof to the board of directors of the Borrower, copies of board packages and presentations; (h) promptly after the receipt thereof by the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (i) as soon as available but not later than 150 days after the close of each fiscal year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary (if applicable), the Annual Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited and certified by independent certified public accountants of recognized national standing; (j) as soon as available but not later than 75 days after the close of each of the first three fiscal quarters of each fiscal year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary (if applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (k) promptly following the delivery thereof to, or receipt thereof by the Borrower or any of its Subsidiaries, any draft or final examination reports, risk- adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable law, rule or regulation, or any other report with respect to, any Insurance Subsidiary; (l) within 90 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (m) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Insurance Subsidiary that the Borrower or such Insurance Subsidiary may file with the applicable Department; (n) prior to the filing thereof, copies of any proposed filing on Form D and any supporting materials that the Borrower or any Insurance Subsidiary intends to file with any applicable Department; (o) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the Lender may request from time to time in its sole discretion) (i) a cash report in a form satisfactory to the Lender evidencing compliance with Section 6.12 as at the close of business on the immediately preceding Business Day and (ii) a statement of projected cash receipts and cash disbursements for the Borrower and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the Lender; (p) not later than five days following the Closing Date (i) a copy of the Permitted Investments Policy, and (ii) a schedule, in form satisfactory to the Lender, of all Investment Commitments outstanding on the Closing Date; (q) commencing five days following the Closing Date, daily risk assessment profile reports in form satisfactory to the Lender; and (dr) promptly, from time to time, such other information regarding information, including such additional regular financial, management and other reports, as the Lender shall request in consultation with the Borrower to enable the Lender to monitor the business, assets, liabilities, operations, business affairs condition, results and financial condition prospects of the Guarantors or the Borrower and its Subsidiaries, or their compliance with the terms of any the Loan DocumentDocuments, and the regulatory environment in which the Borrower and its Subsidiaries operate. The Borrower shall take all steps necessary or requested by the Lender to establish a reporting regime that satisfies the objective of the preceding sentence as promptly as practicable following the Administrative Agent may reasonably requestClosing Date.

Financial Statements, Reports, etc. Furnish to the Administrative Agent:Agent (which will promptly furnish such information to the Lenders): (a) within 120 days after the end of the fiscal year ending December 31, 2017 and within 90 days after the end of each fiscal yearyear thereafter, (i) the annual audited a consolidated statement of financial condition balance sheet and consolidated related statements of operations, changes in partners’ capital and cash flows and owners’ equity showing the financial position of the Borrower and its Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Grouptheir operations during such year and, reported upon starting with the fiscal year ending December 31, 2018, setting forth in comparative form the corresponding figures for the prior fiscal year, in each case, together with a Metric Report with respect thereto, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing without any “and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit” qualification audit or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability as to continue the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (iiit being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the unaudited extent such annual condensed reports include the information specified herein); (b) within 90 days after the end of the first full fiscal quarter ending after the Closing Date, and within 60 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the second full fiscal quarter ending after the Closing Date), a consolidated statement of financial condition balance sheet and condensed and consolidated related statements of income operations and cash flows showing the financial position of the Borrower and its subsidiaries as of the end close of and for such fiscal year quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the combined Guarantors fiscal year and, starting with the fifth full fiscal quarter ending after the Closing Date, setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and (subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and the absence of footnotes) in each case, together with a Metric Report with respect thereto (iii) a reconciliation prepared it being understood that the delivery by a Financial Officer the Borrower of quarterly reports on Form 10-Q of the unaudited financial statements referred to in clause (iBorrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the unaudited financial statements referred to in clause (iiextent such quarterly reports include the information specified herein); (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; and (d) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Financial Statements, Reports, etc. Furnish to the Administrative Agent:Agent (which will promptly furnish such information to the Lenders): (a) within 90 ninety (90) days after the end of each fiscal year (commencing with the first fiscal year ending after the Closing Date), a consolidated balance sheet and related consolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Borrower as of the close of such fiscal year and related notes thereto and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of income or operations, changes in shareholders’ equity, and cash flows of the Borrower shall be audited by a firm of independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit or include a “going concern” qualification (other than an emphasis of matter or explanatory or like paragraph), other than solely with respect to, or resulting solely from, (i) the annual audited consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without an upcoming maturity date under any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability Indebtedness scheduled to continue as a going concernmature within one (1) year, (ii) any actual or potential inability to satisfy a financial maintenance covenant in any period, (iii) the unaudited annual condensed and consolidated statement activities, operations, financial results, assets or liabilities of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially any Unrestricted Subsidiary or (iv) change in the form delivered pursuant accounting principles or practices reflecting a change in GAAP) to the Existing Credit Agreement, certified by a Financial Officer as fairly presentingeffect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the combined Guarantors Borrower and its Subsidiaries as of the Subsidiaries end of and for such year on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)consistently applied; (b) within 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter ending after the Closing Date), (i) the quarterly a consolidated balance sheet and related unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income or operations, changes in partnersshareholders’ capital and cash flows equity of Blackstone Group the Borrower as of the end of and for such fiscal quarter (except in the case of cash flows) and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all of which shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties Borrower and the its Subsidiaries as of the end of and for such fiscal quarter (except in the case of cash flows) and the then-elapsed such portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries year on a condensed and consolidated basis in accordance with GAAP consistently appliedGAAP, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (c) concurrently with within ten (10) Business Days of any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth computations in reasonable detail satisfactory the calculation and uses of the Available Amount for the fiscal period then ended if the Borrower shall have used the Available Amount for any purpose during such fiscal period. (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent demonstrating compliance Agent, other materials filed by the Borrower or any of the Subsidiaries with the Financial CovenantsSEC, including reasonably detailed computations or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of Total Indebtedness and Combined EBITDAthis Agreement when posted to the website of the Borrower or the website of the SEC; and (de) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of the Guarantors Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender) and, if requested by any Lender, directly to such Lender making such request, a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations). Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 5.04 may be satisfied with respect to the consolidated financial information of the Borrower by furnishing the consolidated financial information of any parent of the Borrower that, directly or indirectly, holds all of the Equity Interests of the Borrower, that would be required by clauses (a) and (b) of this Section 5.04 with all references to the “Borrower” therein being deemed to refer to such parent and all references to “Financial Officer” therein being deemed to refer to a comparable officer of such parent; provided, that such financial statements are accompanied by a consolidating schedule eliminating such parent of the Borrower and any of such parent’s subsidiaries other than the Borrower and its Subsidiaries (provided, however, that no such eliminations under this paragraph shall be required if and for so long as the rules and regulations of the SEC would permit the Borrower and any direct or indirect parent of the Borrower to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Borrower). The Borrower acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a) and (b) above are to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if marked “PUBLIC” in accordance with Section 9.17 (unless the Borrower otherwise notifies the Administrative Agent in writing on or prior to delivery thereof).

Financial Statements, Reports, etc. Furnish to the Administrative Agent, who will make it available to each Lender: (a) within 90 days after the end of each fiscal yearyear of the Borrower, (i) the annual its audited consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersmembers’ capital or stockholders’ equity, as applicable, and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon by together with comparative figures for the immediately preceding fiscal year, together with an Audit Report of Deloitte & Touche LLP Touche, LLP, or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception (other than such a qualification or exception that is solely with respect to, or resulting solely from, the upcoming maturity date of the Loans hereunder, being scheduled to occur within twelve months from the time such report is delivered) and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)GAAP; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operations, changes in partners’ capital income and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a Financial Officer of the Borrower as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (c) [intentionally omitted]; (d) concurrently with any delivery of financial statements under clause (a) or (b) aboveof this Section, a certificate of a Financial Officer (i) of the Borrower opining on or certifying that, to the best such statements certifying that no Default or Event of his or her knowledge, no Default has occurred or, if such a Default or an Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto; (e) within 15 days following the filing of a 10-K with the SEC by the Borrower, an annual consolidated budget for the succeeding fiscal year (including a projected consolidated balance sheet and (ii) related statements of projected operations and cash flows as of the end of and for such succeeding fiscal year and each quarter thereof and setting forth computations in reasonable detail satisfactory the assumptions used for purposes of preparing such budget) as reviewed by the Borrower’s board of directors and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (g) promptly after the written request by the Administrative Agent, all documentation and other information that the Administrative Agent demonstrating compliance reasonably requests in order to comply with the Financial Covenantsongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations of Total Indebtedness and Combined EBITDAthe USA Patriot Act; and (dh) promptlypromptly upon written request from the Administrative Agent, from time to time, such other information regarding any of the operations, business affairs and financial condition of the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including a summary of unregulated cash flow items of the Borrower substantially in the form agreed to between the Borrower and the Administrative Agent as of the Effective Date. Information required to be delivered pursuant to Sections 5.04(a), 5.04(b) and 5.04(f) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx; provided that, for the avoidance of doubt, the Borrower shall be required to provide copies of the compliance certificates required by clause (d) of this Section 5.04 to the Administrative Agent. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, the Borrower shall deliver, promptly after such restated financial statements become available, revised compliance certificates required by clause (d) of this Section 5.04 with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of the Borrower.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche UHY LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any “qualification or exception as to the scope of such audit” qualification , other than qualifications pertaining solely (x) to the maturity of the Indebtedness occurring within 12 months of the date such audit is delivered or statement from such accounting firm (y) to a breach or anticipated breach of the Financial Covenant) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer analysis” describing the financial position, results of operations and cash flows of the audited financial statements referred to Borrower and its consolidated Subsidiaries in clause (i) a form reasonably satisfactory to the unaudited financial statements referred to in clause (ii)Administrative Agent; (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) together with a customary “management discussion and analysis” describing the quarterly unaudited condensed and consolidated statement financial position, results of financial condition and condensed and consolidated statements of income operations and cash flows of the combined Loan Parties Borrower and the its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the a form delivered pursuant reasonably satisfactory to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)Administrative Agent; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, commencing with the financial statements for the fiscal quarter ending September 30, 2014, a certificate of a Financial Officer Compliance Certificate (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Available Amount (and the application of amounts thereof, if any, during the period covered by such financial statements) and demonstrating compliance with the Financial CovenantsCovenant and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) at any time that any of the Borrower’s Subsidiaries are Unrestricted Subsidiaries, together with the financial statements required to be delivered by Section 5.04(a) and (b) above, a reasonably detailed presentation, either on the face of such financial statements or in the footnotes thereto, and in the narrative report and management’s discussion and analysis or other comparable section, of the financial condition and results and operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower; (e) within 60 days after the beginning of each fiscal year of the Borrower, 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 for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of (or notice of the public availability 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 to its shareholders, as the case may be; (g) promptly after the receipt thereof by the Borrower or any of the Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations the USA PATRIOT Act; (i) promptly after the request by the Administrative Agent or any Lender, copies of Total Indebtedness (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and Combined EBITDA(ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (dj) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrower or the Subsidiariesany Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent Agent, any Lender or the Issuing Bank may reasonably request.

Financial Statements, Reports, etc. (a) Furnish to the Administrative Agent, which shall furnish to each Lender: (ai) within 90 days after the end of each fiscal year, (i) the annual audited each of TEGP’s and TEP’s consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partners’ capital equity and cash flows showing the financial condition of TEGP or TEP, as applicable, and its consolidated subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification (other than an exception or explanatory paragraph with respect to the maturity of the Credit Facilities for an opinion delivered in the fiscal year in which such Indebtedness matures) and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors TEGP or TEP, as applicable, and the Subsidiaries its consolidated subsidiaries on a condensed and consolidated basis in all material respects in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” provision; (bii) within 60 45 days after the end of each fiscal quarter (other than the final fiscal quarter of the first three fiscal quarters of each any fiscal year), (i) the quarterly unaudited condensed each of TEGP’s and TEP’s consolidated statement of financial condition balance sheet and condensed and consolidated related statements of operationsincome, changes in partners’ capital equity and cash flows showing the financial condition of Blackstone Group TEGP or TEP, as applicable, and its consolidated subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group TEGP or TEP, as applicable, and its consolidated subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis”; (ciii) concurrently with any delivery of financial statements under paragraph (ai) or (bii) above, a certificate of a Financial Officer (ithe “Compliance Certificate”) in the form of Exhibit H (x) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (y) commencing, in the case of paragraph (ii) above, with the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenant contained in Section 6.11. (iv) concurrently with any delivery of financial statements under clause (i) above, an annual budget of TEGP and its consolidated subsidiaries on a consolidated basis, including any forecasts prepared by management of TEGP; (v) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt of TEGP or of any of its consolidated subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement in a principal amount of at least $10,000,000 and not otherwise required to be furnished to the Lenders pursuant to this Section 5.04; (vi) promptly upon the creation thereof, notice of any Unrestricted Subsidiary; (vii) promptly after the request by any Lender, all documentation and other information that such Lender reasonably detailed computations of Total Indebtedness requests in order to comply with such Lender’s ongoing obligations under applicable “know your customer” and Combined EBITDAanti-money laundering rules and regulations, including the USA PATRIOT Act; and (dviii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors TEGP or the Subsidiariesany of its consolidated subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxx and the Compliance Certificate delivered pursuant to Section 5.04(a)(iii) provides a statement regarding the availability of such information on such website. (b) The financial statements delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be accompanied by reasonably detailed segment reporting as required under GAAP, certified by a Financial Officer of TEGP as fairly presenting the financial condition and results of operations of such segments in all material respects in accordance with GAAP consistently applied, subject to normal year-end audit adjustments.

Financial Statements, Reports, etc. Furnish to the Administrative Agent:Agent (which will furnish such information to the Lenders): (a) within 90 days (or such shorter period as the SEC shall specify for the filing of Annual Reports on Form 10-K) after the end of each fiscal year, (i) the annual audited a consolidated statement of financial condition balance sheet and consolidated related statements of operations, changes in partners’ capital and cash flows and owners' equity showing the financial position of the U.S. Borrower and the Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Grouptheir operations during such year, reported upon all audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing without reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any “scope of audit” qualification or statement from such accounting firm material respect) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the U.S. Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the U.S. Borrower of Annual Reports on Form 10-K of the U.S. Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to continue as a going concernthe extent such Annual Reports include the information specified herein, provided that for the fiscal year ended December 31, 2002, the U.S. Borrower shall furnish (iii) the not later than March 31, 2003, an unaudited annual condensed combined balance sheet and consolidated statement of financial condition and condensed and consolidated related unaudited statements of income and cash flows as of the end close of and for such fiscal year of the combined Guarantors and the Subsidiariesyear, substantially in the form delivered pursuant to the Existing Credit Agreement, all certified by a Financial Officer of the U.S. Borrower as fairly presenting, in all material respects, the financial position and results of operations of TRW Automotive Inc. and subsidiaries on a combined basis in accordance with GAAP (subject to the absence of footnotes and purchase accounting) and (ii) as promptly as practicable after the Closing Date, and in no event later than May 15, 2003, a combined balance sheet and related statements of operations, cash flows and owners' equity showing the financial position of the TRW Automotive Inc. and subsidiaries as of the close of such fiscal year and the combined results of their operations during such year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such combined financial statements fairly present, in all material respects, the financial position and results of operations of TRW Automotive Inc. and subsidiaries on a combined basis in accordance with GAAP; (b) within 45 days (or such shorter period as the SEC shall specify for the filing of Quarterly Reports on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the U.S. Borrower and the Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by a Financial Officer of the U.S. Borrower, on behalf of the U.S. Borrower, as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors U.S. Borrower and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and (subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) the absence of footnotes and except that purchase accounting may be reflected on a reconciliation prepared by a Financial Officer of the unaudited preliminary basis in financial statements referred to delivered for the fiscal quarters ending in clause 2003) (it being understood that the delivery by the U.S. Borrower of (i) Quarterly Reports on Form 10-Q of the U.S. Borrower and its consolidated subsidiaries shall satisfy the requirements of this Section 5.04(b) to the unaudited financial statements referred to in clause (ii); (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to extent such Quarterly Reports include the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto information specified herein and (ii) setting forth computations in reasonable detail satisfactory with respect to the Administrative Agent demonstrating compliance with fiscal quarters ending after March 2003, a Registration Statement on Form S-4 to the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; and (d) promptly, from time to time, extent that such other Registration Statement includes the information regarding the operations, business affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.specified herein);

Financial Statements, Reports, etc. Furnish to the U.S. Administrative Agent, the U.S. Collateral Agent and each Lender: (a) within 90 days after the end of each fiscal year, (i) the annual audited consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partners’ capital stockholders' equity and cash flows of the U.S. Borrower, showing its consolidated financial condition as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of its consolidated Subsidiaries during such year and setting forth in each case in comparative form the figures for the previous fiscal year, reported upon audited by Deloitte Ernst & Touche Young LLP or another other independent registered public accounting firm accountants of recognized national standing without and accompanied by an opinion of such accountants (which shall not be qualified in any “scope of audit” qualification or statement from such accounting firm material respect) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors U.S. Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)GAAP; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partners’ capital stockholders' equity and cash flows of Blackstone Group the U.S. Borrower, showing its consolidated financial condition as of the close of such fiscal quarter and the results of its operations and the operations of its consolidated Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year and setting forth in each case in comparative form the figures for the corresponding period in the previous fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments; (c) prior to the commencement of each fiscal year of the U.S. Borrower, 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 quarter year and setting forth the then-elapsed portion assumptions used for purposes of the fiscal yearpreparing such budget) and, certified by a Financial Officer as presenting fairlypromptly when available, in all material respects, the financial position and results any significant revisions of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)budget; (cd) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate in the form of Exhibit I (a "Compliance Certificate") of a Financial Officer (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent Agents demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10, including reasonably detailed computations 6.11, 6.12 and 6.13; (e) promptly after the same become publicly available, copies of Total Indebtedness all periodic and Combined EBITDAother reports, proxy statements and other materials filed by the U.S. Borrower or any Subsidiary with the Securities and Exchange Commission, or any Govern mental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be, and all press releases; (f) promptly after the receipt thereof by either Borrower or any of the Subsidiaries, a copy of any "management letter" received by any such person from its certified public accountants and the management's responses thereto; and (dg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrowers or the Subsidiariesany Subsidi ary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish to the Administrative Agent:Agent (which will promptly furnish such information to the Lenders): (a) within 90 Within 105 days after (or, if applicable, such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of annual reports on Form 10-K), following the end of each fiscal yearyear (commencing with the fiscal year ending December 31, (i) the annual audited 2014), a combined or consolidated statement of financial condition balance sheet and consolidated related statements of operations, changes in partners’ capital and cash flows and owners’ equity showing the financial position of the Borrower and the Subsidiaries as of the end close of and for such fiscal year and the combined or consolidated results of Blackstone Grouptheir operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, reported upon which combined or consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by Deloitte & Touche LLP or another customary management’s discussion and analysis and audited by independent registered public accounting firm accountants of recognized national standing without any “and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit” qualification audit or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability as to continue the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered) to the effect that such combined or consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and the Subsidiaries on a combined or consolidated basis in accordance with GAAP (iiit being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its combined or consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the unaudited extent such annual condensed reports include the information specified herein); (b) Within 60 days (or, if applicable, such other time period as specified in the SEC’s rules and regulations with respect to non-accelerated filers for the filing of quarterly reports on Form 10-Q) (or, in the case of the first fiscal quarter for which quarterly financial statements are required to be delivered hereunder, within 75 days following the end of such fiscal quarter), following the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2014), a combined or consolidated statement of financial condition balance sheet and condensed and consolidated related statements of income operations and cash flows showing the financial position of the Borrower and the Subsidiaries as of the end close of and for such fiscal year quarter and the combined or consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which combined Guarantors or consolidated balance sheet and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, related statements of operations and cash flows shall be accompanied by customary management’s discussion and analysis and certified by a Financial Officer of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the Subsidiaries on a condensed and combined or consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and the absence of footnotes) (iii) a reconciliation prepared it being understood that the delivery by a Financial Officer the Borrower of quarterly reports on Form 10-Q of the unaudited financial statements referred to in clause (iBorrower and their combined or consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the unaudited financial statements referred to in clause (iiextent such quarterly reports include the information specified herein); (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; and (d) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Financial Statements, Reports, etc. (a) Furnish to the Administrative Agent, which shall furnish to each Lender: (ai) within 90 days after the end of each fiscal year, (i) the annual audited Parent’s consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partners’ capital equity and cash flows showing the financial condition of the Parent and its consolidated Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Groupits operations and the operations of the Parent and such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification (other than an exception or explanatory paragraph with respect to the maturity of the Credit Facilities for an opinion delivered in the fiscal year in which such Indebtedness matures) and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Parent and the its consolidated Subsidiaries on a condensed and consolidated basis in all material respects in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” provision; (bii) within 60 45 days after the end of each fiscal quarter (other than the final fiscal quarter of the first three fiscal quarters of each any fiscal year), (i) the quarterly unaudited condensed Parent’s consolidated and consolidated statement of financial condition consolidating balance sheet and condensed and consolidated related statements of operationsincome, changes in partners’ capital equity and cash flows showing the financial condition of Blackstone Group the Parent and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-consolidated and consolidating results of its operations and the operations of the Parent and such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Parent and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (ciii) concurrently with any delivery of financial statements under paragraph (ai) or (bii) above, a certificate of a Financial Officer (ithe “Compliance Certificate”) in the form of Exhibit I (x) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (y) commencing, in the case of paragraph (ii) above, with the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10 and 6.11 and (z) providing any information contemplated by the last paragraph of the definition of Projected Consolidated EBITDA. (iv) concurrently with any delivery of financial statements under clause (i) above, an annual budget update of the Borrower and its Restricted Subsidiaries on a consolidated basis which shall be limited to an income statement presenting profitability to EBITDA line; (v) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt of the Borrower or of any of the Restricted Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement in a principal amount of at least $10,000,000 and not otherwise required to be furnished to the Lenders pursuant to this Section 5.04; (vi) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations of Total Indebtedness and Combined EBITDAthe USA PATRIOT Act; and (dvii) concurrently with any delivery of financial statements under clause (ii) above a report on Material Projects, as applicable; regarding, status, completion and suspension or abandonment of Material Projects; (viii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Parent, the Guarantors Borrower or the Subsidiariesany Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Information required to be delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxx and the Compliance Certificate delivered pursuant to Section 5.04(a)(iii) provides a statement regarding the availability of such information on such website. (b) The financial statements delivered pursuant to Section 5.04(a)(i) and Section 5.04(a)(ii) above shall be accompanied by reasonably detailed segment reporting as required under GAAP, certified by a Financial Officer of the Borrower as fairly presenting the financial condition and results of operations of such segments in all material respects in accordance with GAAP consistently applied, subject to normal year-end audit adjustments.

Financial Statements, Reports, etc. Furnish to the Administrative Agent:Agent (which will promptly furnish such information to the Lenders): (a) within 90 days after the end of each fiscal yearyear (commencing with the first fiscal year ending after the Closing Date), (i) the annual audited a consolidated statement of financial condition balance sheet and related consolidated statements of operationsincome, changes in partnersstockholders’ capital equity, and cash flows showing the financial position of BGI and its Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Grouptheir operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, reported upon which consolidated balance sheet and related consolidated statements of income, stockholders’ equity, and cash flows shall be accompanied by Deloitte & Touche LLP or another customary management’s discussion and analysis and audited by independent registered public accounting firm accountants of recognized national standing without any “and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit” qualification audit or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability as to continue the status of BGI or any Material Subsidiary as a going concern, (iiother than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness incurred under or permitted by this Agreement occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as effect that such consolidated financial statements fairly presentingpresent, in all material respects, the financial position and results of operations of the combined Guarantors BGI and the its Subsidiaries on a condensed and consolidated basis in accordance with GAAP (it being understood that the delivery by BGI of annual reports on Form 10‑K of BGI and (iii) a reconciliation prepared by a Financial Officer its consolidated Subsidiaries shall satisfy the requirements of the audited financial statements referred to in clause (ithis Section 5.04(a) to the unaudited financial statements referred to in clause (iiextent such annual reports include the information specified herein and are delivered within the time period specified above); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear (commencing with the first fiscal quarter ending after the Closing Date), (i) the quarterly unaudited condensed a consolidated balance sheet and consolidated statement of financial condition and condensed and related consolidated statements of operations, changes in partners’ capital income and cash flows showing the financial position of Blackstone Group BGI and its Subsidiaries as of the end close of such fiscal quarter and for the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related consolidated statements of income and cash flows shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of BGI on behalf of BGI as presenting fairlyfairly presenting, in all material respects, the financial position and results of operations of Blackstone Group BGI and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and (subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and the absence of footnotes) (iii) a reconciliation prepared it being understood that the delivery by a Financial Officer BGI of quarterly reports on Form 10-Q of BGI and its consolidated Subsidiaries shall satisfy the unaudited financial statements referred to in clause (irequirements of this Section 5.04(b) to the unaudited financial statements referred to in clause (iiextent such quarterly reports include the information specified herein and are delivered within the time period specified above); (c) concurrently with within ten (10) Business Days of any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of BGI substantially in the form of Exhibit N (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail in a form reasonably satisfactory to the Administrative Agent calculating the Total Net Leverage Ratio and Interest Coverage Ratio demonstrating compliance with the Financial CovenantsCovenants (if applicable) and (iii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if BGI shall have used the Available Amount for any purpose during such fiscal period; (d) promptly after the same become publicly available, including reasonably detailed computations copies of Total Indebtedness all periodic and Combined EBITDAother publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by BGI or any of its Subsidiaries with the SEC, or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of BGI or the website of the SEC; (e) [reserved]; (f) [reserved]; and (dg) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of the Guarantors BGI or the any of its Subsidiaries, or compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably requestrequest (for itself or on behalf of any Lender). BGI acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with Section 9.17 (unless BGI otherwise notifies the Administrative Agent in writing on or prior to delivery thereof).

Financial Statements, Reports, etc. Furnish In the case of the Borrowers, furnish to the Administrative AgentAgent who will distribute to each Lender: (a) within 90 days after the end of each fiscal yearyear ending after the Closing Date, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operations, changes in partners’ capital income and cash flows showing the financial condition of Holdings and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche Xxxxxx LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any “scope of audit” qualification an explanatory paragraph (or statement from such accounting firm that such accounting firm believes other explanatory language) to the standard report about whether there is substantial doubt exists about Blackstone Groupthe entity’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as concern other than with respect to any upcoming maturity date of the end of Loans and for such fiscal year of the combined Guarantors any refinancings and the Subsidiaries, substantially replacements thereof or potential non-compliance with any financial covenant contained in the form delivered pursuant any other Indebtedness and without any qualification or exception as to the Existing Credit Agreement, certified by a Financial Officer as scope of such audit) to the effect that such consolidated financial statements fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors Holdings and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP (except as otherwise expressly noted therein) consistently applied and (iiiii) a reconciliation prepared by a Financial Officer narrative report and management’s discussion and analysis of the audited financial statements referred condition and results of operations of Holdings and its consolidated Subsidiaries for such fiscal year, as compared to in clause amounts for the previous fiscal year and budgeted amounts (i) it being understood that after the consummation of the Acquisition, the delivery by the Borrowers to the unaudited financial statements referred Administrative Agent of annual reports on Form 10-K shall satisfy the requirements of this Section 5.04(a) solely to in clause (iithe extent such annual reports include the information specified herein); (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear beginning March 31, 2015, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operations, changes in partners’ capital income and cash flows showing the financial condition of Blackstone Group Holdings and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and, starting with the fiscal quarter ending March 31, 2015, comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP (except as otherwise expressly noted therein) consistently applied, except for subject to normal year-end audit adjustments and the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis of the quarterly unaudited condensed and consolidated statement of financial condition and condensed results of operations of Holdings and its consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-then elapsed portion of the fiscal year, substantially as compared to the comparable periods in the form delivered pursuant previous fiscal year and budgeted amounts (it being understood that after the consummation of the Acquisition, the delivery by the Borrowers to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, Administrative Agent of quarterly reports on Form 10-Q shall satisfy the financial position and results requirements of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iiithis Section 5.04(b) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) solely to the unaudited financial statements referred to in clause (iiextent such quarterly reports include the information specified herein); (c) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm opining on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that no Event of Default has occurred with respect to Section 6.10, or, if such an Event of Default has occurred, specifying the extent thereof (it being understood that such certificate shall be limited to the items and scope that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of profession); (d) concurrently with any delivery of financial statements under paragraph (a) or (b) aboveabove in respect of any period ending after the Closing Date, a certificate of a Financial Officer (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred and is continuing or, if such a an Event of Default or Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenant contained in Section 6.10 and (iii) together with each set of consolidated financial statements referred to in paragraph (a) or (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements; (e) not later than 90 days after the commencement of the fiscal year of Holdings beginning January 1, 2016, and 90 days after the commencement of each fiscal year thereafter, a consolidated budget for such fiscal year and for each quarter within 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 in a form customarily prepared by Holdings and, promptly when available, any revisions of such budget (that Holdings in good faith determines to be material); (f) promptly after the same become publicly available, copies of all periodic and other material reports, proxy statements and other materials, if any, filed by Holdings or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission (it being understood that information required to be delivered pursuant to this clause (f) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx); (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably detailed computations of Total Indebtedness requests in order to comply with its ongoing obligations under applicable “know your customer” and Combined EBITDAanti-money laundering rules and regulations, including the USA PATRIOT Act; and (dh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, each of the Guarantors Borrowers or the Subsidiariesany Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request. Documents required to be delivered pursuant to this Section 5.04 may be delivered electronically.

Financial Statements, Reports, etc. Furnish The Company shall furnish to each Preferred Holder that is the Administrative Agent:owner of record at such time of not less than 1,000,000 Preferred Shares (a “Major Preferred Holder”): (ai) within 90 ninety (90) days after the end of each fiscal yearyear of the Company a consolidated balance sheet of the Company and its subsidiaries, (i) the annual audited consolidated statement of financial condition and consolidated statements of operationsif any, changes in partners’ capital and cash flows as of the end of and for such fiscal year and the related consolidated statements of Blackstone Groupincome, reported upon stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and audited by Deloitte & Touche LLP or another a firm of independent registered public accounting firm accountants of recognized national standing without any “scope selected by the Board of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, Directors of the Company; (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and within forty-five (iii45) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each month in each fiscal year (other than the last month in each fiscal year) a consolidated balance sheet of the first three Company and its subsidiaries, if any, and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer (or similar officer) of the Company, such consolidated balance sheet to be as of the end of such month and such consolidated statements of income, stockholders’ equity and cash flows to be for such month and for the period from the beginning of the fiscal quarters year to the end of such month, in each case with comparative statements for the prior fiscal year; (iii) within thirty (30) days after the end of each fiscal quarter (other than the last quarter in each fiscal year) a consolidated balance sheet of the Company and its subsidiaries, if any, and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer (or similar officer) of the Company, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders’ equity and cash flows to be for such quarter and for the period from the beginning of the fiscal year to the end of such quarter, in each case with comparative statements for the prior fiscal year; (iv) no later than fifteen (15) days prior to the start of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and operating expense budgets, cash flows flow projections and income and loss projections for the Company and its subsidiaries in respect of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer (i) certifying that, to the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations itemized in reasonable detail satisfactory and prepared on a monthly basis, and, promptly after preparation, any revisions to any of the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDAforegoing; and (dv) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs and financial condition of the Guarantors or Company and its subsidiaries as such Major Preferred Holder reasonably may request. The Company’s obligations under this Section 12(a) shall terminate upon the Subsidiaries, or compliance with completion of a firm commitment underwritten public offering of the terms of any Loan Document, as the Administrative Agent may reasonably requestCompany’s securities.

Financial Statements, Reports, etc. Furnish Holdings will furnish to the Administrative AgentAgent for further distribution to each Lender: (a) within 90 days after the end of each fiscal yearyear of Holdings, (i) the annual audited consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Consolidated Group, on a consolidated basis, as of the close of such fiscal year and the results of their operations during such year, together with comparative figures as of the end of and for such the immediately preceding fiscal year of Blackstone Groupyear, reported upon all audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national international standing without any “scope and accompanied by an opinion of audit” qualification or statement from such accounting firm that such accounting firm believes accountants (which opinion shall not include (x) an explanatory paragraph expressing substantial doubt exists about Blackstone Group’s the ability of the Consolidated Group to continue as a going concernconcern (other than solely with respect to, or resulting solely from, the maturity of the Facilities occurring within one year from the time such report is delivered) or (iiy) any qualification or exception as to the unaudited annual condensed and scope of such audit) to the effect that such consolidated statement of financial statements fairly present the financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries Consolidated Group on a condensed and consolidated basis in accordance with GAAP consistently applied and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (iii) to the unaudited extent disclosed in any filing with the SEC, management’s discussion and analysis of significant operational and financial statements referred to in clause (ii)developments during such fiscal year; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of Holdings, (i) the quarterly unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Consolidated Group, on a consolidated basis, as of the close of such fiscal quarter and the results of their operations and the operations of such persons during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures as of the end of and for such fiscal quarter and the then-elapsed portion of same periods in the immediately preceding fiscal year, all certified by a Financial Officer of Holdings as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone the Consolidated Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and the absence of footnotes, along with information on any material Asset Sales consummated during such quarter, and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (iii) to the unaudited extent disclosed in any filing with the SEC, management’s discussion and analysis of significant operational and financial statements referred to in clause (ii)developments during such fiscal quarter; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate (limited in the case of paragraph (a) to the matters set forth in clause (ii) below) of a Financial Officer of Holdings (a “Compliance Certificate”) certifying such statements (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent (including as to the determination of Consolidated EBITDA) demonstrating compliance with the Financial Maintenance Covenants, including reasonably detailed computations (iii) if applicable, setting forth any Management Contracts entered into (or letters of Total Indebtedness intent, relating to the management -116- of any real property related to the Business of the Consolidated Group or any proposed Management Contract Investment, executed and Combined EBITDA; anddelivered) since the date of the last Compliance Certificate delivered pursuant to this clause (c), (iv) solely in connection with the delivery of financial statements under paragraph (a) above, calculating in reasonable detail the amount of Available Amount used in the prior quarter, and (v) solely in connection with the delivery of financial statements under paragraph (a) above, setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail; (d) not more than 60 days after the first day of each fiscal year of Holdings, a summary of the operating budget and, upon the request of the Administrative Agent, capital expenditure budgets for owned Material Real Property, in each case, for such fiscal year, which budgets shall be in form and substance (that is, degree of detail) consistent with that provided to the Administrative Agent on or prior to the Closing Date or otherwise reasonably satisfactory to the Administrative Agent; (e) [reserved]; (f) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Holdings or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request; (g) within 50 days after the end of each fiscal quarter (or, after the first year of the Facilities, each period of two consecutive fiscal quarters) of Holdings (other than in the case of the last fiscal quarter (or the latter two consecutive fiscal quarters) of any fiscal year, in which case the period shall be extended to 95 days), Holdings shall participate in a conference telephone call (arranged by the Administrative Agent at a mutually agreeable time) to which all Lenders will be invited and during which conference call the Borrower shall review its financial results; provided that the content of such conference telephone calls shall not include any MNPI; and (h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and registration statements (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) filed by Holdings or any Subsidiary with the SEC or with any national securities exchange, or distributed by Holdings or any Subsidiary to the holders of Holdings’ Equity Interests generally, as the case may be. Documents required to be delivered pursuant to this Section 5.04 or Section 5.05 may be delivered electronically (including pursuant to electronic mail or PDF), by facsimile or by delivery of paper copy, in each case in accordance with Section 9.01 and, to the extent applicable, Section 9.23. Notwithstanding the foregoing, Holdings’ obligations in paragraphs (a) and (b) of this Section 5.04 may be satisfied with respect to financial information of the Consolidated Group by furnishing to the Administrative Agent complete copies of the Form 10-K or 10-Q, as applicable, of Holdings, as filed with the SEC; provided that (i) to the extent such financial information includes a person that is not a member of the Consolidated Group, such information is accompanied by either (x) a -117- statement that there are no material differences between the financial condition and results of operations as shown on such financial statements and those that would have been shown on the analogous financial statements of the Consolidated Group, or (y) consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such person, on the one hand, and the information relating to the Consolidated Group on a stand-alone basis, on the other hand, in each case to be included in the Compliance Certificate delivered pursuant to Section 5.01(c), and (ii) to the extent such information is in lieu of information required to be provided under Section 5.04(a), such materials are accompanied by a report and opinion of an independent public accountants of recognized international standing (which opinion shall not include (x) an explanatory paragraph expressing substantial doubt about the ability of the Consolidated Group to continue as a going concern (other than solely with respect to, or resulting solely from, the maturity of the Facilities occurring within one year from the time such report is delivered) or (y) any qualification or exception as to the scope of such audit) to the effect that such financial statements fairly present the financial condition and results of operations of the Consolidated Group on a consolidated basis in accordance with GAAP consistently applied.

Financial Statements, Reports, etc. Furnish to the Administrative Agent:Agent (which will promptly furnish such information to the Lenders): (a) within 90 Within (x) 120 days after the end of each fiscal yearyear or (y) 5 days after the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Securities Exchange Act, commencing with the fiscal year ending December 31, 2023, (i) at any time when the annual Holding Company Condition is met, (A) the Parent Company’s audited consolidated statement of financial condition balance sheet and consolidated related statements of operations, changes in partnersshareholders’ capital 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 of Blackstone Groupyear, all reported upon on by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception (other than an exception or explanatory paragraph with respect to the maturity of the Revolving Facility for an opinion delivered in the fiscal year in which such Indebtedness matures and the ability to meet future Financial Performance Covenants) and without any “qualification, commentary or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (B) to continue as the extent that there are differences between the financial information for the Parent Company and its consolidated Subsidiaries, on the one hand, and the financial information relating to the Borrower and its consolidated Subsidiaries on a going concernstandalone basis, on the other hand, a reconciliation that shows such differences and (ii) at any other time, (A) the unaudited annual condensed Parent Company’s audited consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of income operations, shareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception (other than an exception or explanatory paragraph with respect to the maturity of the Revolving Facility for an opinion delivered in the fiscal year of the combined Guarantors in which such Indebtedness matures and the Subsidiariesability to meet future Financial Performance Covenants) and without any qualification, substantially in the form delivered pursuant commentary or exception as to the Existing Credit Agreement, certified by a Financial Officer as scope of such audit) to the effect that such consolidated financial statements present fairly presenting, in all material respects, respects the financial position condition and results of operations of the combined Guarantors Parent Company and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied and (iiiB) a reconciliation unaudited consolidating financial information prepared by the Borrower as a Financial Officer schedule to the audited consolidated financial statements, showing any adjustments to the audited consolidated financial statements which are necessary to demonstrate the financial condition and results of operations of the audited Borrower and its consolidated Subsidiaries, all certified by one of its Financial Officers as presenting fairly in all material respects the financial statements referred to condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in clause (i) to the unaudited financial statements referred to in clause (ii)accordance with GAAP consistently applied; (b) within 60 (x) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear or (y) five (5) days after the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Securities Exchange Act, commencing with the fiscal quarter ending September 30, 2023, (i) at any time when the quarterly unaudited condensed Holding Company Condition is met (A) the Parent Company’s consolidated balance sheet and consolidated related statement of financial condition and condensed and consolidated statements of operations, changes in partnersshareholders’ capital equity and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-then elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, year and (B) to the extent that there are differences between the financial position information for the Parent Company and results of operations of Blackstone Group its consolidated Subsidiaries, on the one hand, and the financial information relating to the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedstandalone basis, except for on the absence of footnotes or as otherwise described therein other hand, a reconciliation that shows such differences and subject to year-end audit adjustments, (ii) at any other time, (A) the quarterly unaudited condensed Parent Company’s consolidated balance sheet and consolidated related statement of financial condition and condensed and consolidated statements of income operations, shareholders’ equity and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-then elapsed portion of the fiscal year, substantially in year and (B) consolidating financial information prepared by the form delivered pursuant Borrower as a schedule to the Existing Credit Agreementconsolidated financial statements, certified by a Financial Officer as presenting fairly, in all material respects, showing any adjustments to the consolidated financial statements which are necessary to demonstrate the financial position condition and results of operations of the combined Guarantors Borrower and the Subsidiaries on a condensed and its consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)Subsidiaries; (c) concurrently with any delivery of financial statements under (aSection 5.04(a) or (bSection 5.04(b) above, a certificate of a Financial Officer of the Borrower (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto, and (ii) setting forth computations a computation of the Financial Performance Covenants in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; andAgent; (d) concurrently with the delivery of financial statements under Section 5.04(a), a certificate executed by a Responsible Officer of the Borrower certifying compliance with Section 5.02(c) and providing evidence of such compliance, including without limitation copies of any flood hazard determination forms required to be delivered pursuant to Section 5.02(c); (e) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrower or the any of its Relevant Subsidiaries, or compliance with the terms of any Loan Document, or such consolidating financial statements, as in each case the Administrative Agent may reasonably requestrequest (for itself or on behalf of any Lender); (f) within 45 days after the end of the fiscal quarter ending March 31 and September 30 of each year, a certificate of a Responsible Officer of the Borrower certifying as to (i) all real property and/or Rights of Ways acquired by the Borrower or any other Loan Party (including a list and description showing the lessor, lessee, lease date, recording information and legal description for each of the Disposal Leases (which Disposal Leases shall be grouped by the applicable Disposal Well) and a sufficient description of any other Midstream Assets), and all Material Contracts entered into by the Borrower or any other Loan Party, during the immediately prior two fiscal quarter period, together with copies of all such Material Contracts, Rights of Way, real property conveyance instruments to the extent not previously provided and all other information reasonably requested by the Administrative Agent relating to the same and (ii) certifying that the Mortgage Requirement is satisfied; (g) to the extent not included in any public filings required to be filed with the SEC, within 45 days after the end of each fiscal quarter, beginning with the fiscal quarter ending September 30, 2023, a quarterly volume statement (for the avoidance of doubt, such reports may be in the form of copies of any comparable report prepared for management or the board of Borrower or in such other form as may be reasonably acceptable to the Administrative Agent); (h) to the extent not already provided in connection with any financials delivered in connection with a Material Project EBITDA Adjustment, within 45 days after the end of each fiscal quarter, beginning with the fiscal quarter ending September 30, 2023, a quarterly construction progress report outlining any ongoing Material Projects (for the avoidance of doubt, such reports may be in the form of copies of any comparable report prepared for management or the board of Borrower or in such other form as may be reasonably acceptable to the Administrative Agent); and (i) no later than ninety (90) days following the first day of each fiscal year of the Borrower, a summary level budget for such fiscal year in form customarily prepared by the Borrower; provided that to the extent any such documents required to be delivered pursuant to this Section 5.04 are included in materials filed with the SEC, such documents shall be deemed to have been delivered to the Administrative Agent under this Agreement on the date such documents are made publicly available by the SEC.

Financial Statements, Reports, etc. Furnish During the Relevant TARP Period, AIG shall furnish to the Administrative AgentUST: (a) within 90 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of AIG and its consolidated Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Groupits operations during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors AIG and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly its unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group AIG and its consolidated Subsidiaries as of the end close of such fiscal quarter and for the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (c) concurrently within 30 days after the end of the first two fiscal months of each fiscal quarter, AIG’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with any delivery comparison to AIG’s budgets of financial statements under comparable information for such periods; (ad) or (b) above, a certificate of a Financial Officer (i) certifying thatwithin 45 days following the end of each fiscal quarter of each fiscal year, an update to the best budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year (in substantially the same form as the corresponding reports previously provided to the FRBNY pursuant to Section 5.04(e) of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto FRBNY Credit Facility) and (ii) setting forth computations promptly and in reasonable detail any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (d); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by AIG or any of its Subsidiaries with the SEC, or any Governmental Entity succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its shareholders generally, as the case may be (except that AIG and its Subsidiaries shall not be obligated to furnish to the UST copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) or are on AIG’s website and (ii) AIG has provided the UST with notice that any such materials relating to or reflecting the occurrence of a Material Adverse Regulatory Event or any other event that could reasonably be expected to have a materially adverse impact upon the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Subsidiary of AIG filing such materials or of AIG and its Subsidiaries, taken as a whole, have been so posted); (f) promptly following delivery thereof to the AIG Board, copies of board packages and presentations; (g) promptly after the receipt thereof by AIG or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) as soon as available but not later than 150 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the unaudited Annual Statement of each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, copies of the unaudited Annual Statement of such Insurance Subsidiary, the Annual Statement and a list of all jurisdictions in which the Annual Statement was filed, to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Entity, audited and certified by independent certified public accountants of recognized national standing; (i) as soon as available but not later than 75 days after the close of each of the first three fiscal quarters of each fiscal year of each Insurance Subsidiary of AIG, copies of the Quarterly Statement of such Insurance Subsidiary (if applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (j) promptly following the delivery thereof to, or receipt thereof by, AIG or any of its Subsidiaries, any draft or final examination reports, risk-adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable Law by, or any other report with respect to, any Insurance Subsidiary of AIG; (k) within 90 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (l) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Insurance Subsidiary of AIG that AIG or such Insurance Subsidiary may file with the applicable Department; (m) prior to the filing thereof, copies of any proposed filing on Form D and any supporting materials that AIG or any of its Insurance Subsidiaries that is a Domestic Subsidiary intends to file with any applicable Department, and copies of any proposed equivalent filing and any supporting materials that AIG or any of its Insurance Subsidiaries that is a Foreign Subsidiary intends to file with any applicable Department; (n) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the UST may request from time to time in its sole discretion) a statement of projected cash receipts and cash disbursements for AIG and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; andUST; (do) daily risk assessment profile reports in form satisfactory to the UST; (p) promptly, from time to time, such other information regarding the operationsinformation, business affairs including such additional regular financial, management and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Documentother reports, as the Administrative Agent UST shall request in consultation with AIG to enable the UST to monitor the business, assets, liabilities, operations, condition, results and prospects of AIG and its Subsidiaries, and the regulatory environment in which AIG and its Subsidiaries operate. AIG shall take all steps necessary or requested by the UST to establish (or, if already established, maintain) a reporting regime that satisfies the objective of the preceding sentence; and (q) such other information and notices as UST may reasonably requestrequest from time to time. Notwithstanding the foregoing, reports required to be delivered under paragraphs (h), (i) and (k) above with respect to any Insurance Subsidiary of AIG may be provided as part of a consolidated report for a group of Insurance Subsidiaries of AIG including such Insurance Subsidiary, consistent with AIG’s past practices and in accordance with applicable Laws.

Financial Statements, Reports, etc. Furnish to the Administrative AgentAgent and, in the case of Section 5.04(f) or (g), the applicable Lender: (a) within 90 days five Business Days after the end date in each fiscal year on which the U.S.Parent Borrower is required to file its Annual Report on Form 10-K with the SEC (or would be required if the U.S.Parent Borrower is no longer required to file regular and periodic reports with the SEC), in each case without giving effect to any extension thereof, the audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows of the U.S.Parent Borrower, showing its consolidated financial condition as of the close of such fiscal year and the results of its operations and the operations of its consolidated subsidiaries during such year and setting forth in each case in comparative form the figures for the previous fiscal year, (i) the annual audited consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing without and accompanied by an opinion of such accountants (which shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors U.S.Parent Borrower and the Subsidiaries on a condensed and its consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP; (b) within five Business Days after each date in each fiscal year on which the U.S.Parent Borrower is required to file a Quarterly Report on Form 10-Q with the SEC (or would be required if the U.S.Parent Borrower is no longer required to file regular and periodic reports with the SEC), except for in each case without giving effect to any extension thereof, the absence of footnotes or as otherwise described therein unaudited consolidated balance sheets and subject to year-end audit adjustments, (ii) the quarterly unaudited related condensed and consolidated statement of financial condition and condensed and consolidated statements of income operations and cash flows of the combined Loan Parties and the Subsidiaries U.S.Parent Borrower, showing its consolidated financial condition as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of its consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year and setting forth in each case in comparative form the figures for the corresponding period in the previous fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of the combined Guarantors U.S.Parent Borrower and the Subsidiaries its consolidated subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently appliedGAAP, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate in the form of Exhibit G (a “Compliance Certificate”) of a Financial Officer (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent Agents demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10 and 6.11; (d) promptly upon receipt thereof, copies of any audit or other reports delivered to the board of directors of the U.S.Parent Borrower (or the audit committee of such board) by an independent registered public accounting firm in connection with such firm’s audit of the consolidated financial statements of the U.S.Parent Borrower if such reports identify material weaknesses in internal controls over financial reporting of the U.S.Parent Borrower; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials (other than filings under Section 16 of the Securities Exchange Act of 1934) filed by the U.S.Parent 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 to its shareholders, as the case may be, and all press releases; (f) promptly, following a request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and Anti-Money Laundering Laws, including reasonably detailed computations the Patriot Act; (g) promptly, following a request by any Lender, an updated organizational chart of Total Indebtedness the U.S.Parent Borrower and Combined EBITDAits subsidiaries; and (dh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrowers or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Applicable Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant this Section 5.04 may be delivered electronically and, in the case of Sections 5.04(a), (b) or (e) shall be deemed to have been delivered if such documents, or one or more annual, quarterly or other reports or filings containing such documents (including, in the case of certifications required pursuant to Section 5.04(b), the certifications accompanying any such quarterly report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), (i) shall have been posted or provided a link to on the U.S.Parent Borrower’s website on the Internet at hxxx://xxx.xxxxx.xxx, (ii) shall be available on the website of the SEC at hxxx://xxx.xxx.xxx or (iii) shall have been posted on the U.S.Parent Borrower’s behalf on SyndTrak or another website, if any, to which each Lender and the Administrative Agents have access (whether a commercial, third-party website or whether sponsored by an Administrative Agent). No Administrative Agent shall have an 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 U.S.Parent 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. The U.S.Parent Borrower hereby acknowledges that (a) the Agents will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) 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 any Loan Party or its securities) (each, a “Public Lender”). If any Borrower Materials are designated by the Loan Parties as “PRIVATE”, such Borrower Materials will not be made available to that portion of the Platform designated “Public Investor,” which is intended to contain only information that (x) prior to any public offering of securities by any Loan Party, is of a type that would be contained in a customary offering circular for an offering of debt securities made in reliance on Rule 144A under the Securities Act or (y) following any public offering of securities by a Loan Party, is either publicly available or not material information (though it may be sensitive and proprietary) with respect to such Loan Party or its securities for purposes of United States Federal and State securities laws. The Agents shall be entitled to treat any Borrower Materials that are not marked “PRIVATE” or “CONFIDENTIAL” as not containing any material non-public information with respect to the Loan Parties or any securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16).

Financial Statements, Reports, etc. Furnish to the Administrative Agent, with copies for each of the Lenders: (a) within 90 days after the end of each fiscal yearFiscal Year, (i) Consolidated balance sheets and Consolidated income statements showing the annual audited consolidated statement of financial condition of the Borrowers and consolidated statements of operations, changes in partners’ capital and cash flows their respective subsidiaries as of the end close of such Fiscal Year and for the results of their operations during such fiscal year of Blackstone Groupyear, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, and (ii) the unaudited annual condensed and consolidated a Consolidated statement of financial condition shareholders' equity and condensed and consolidated statements a Consolidated statement of income and cash flows flow, as of the close of such Fiscal Year, all the foregoing financial statements to be audited by a Big 6 or other independent public accountants reasonably acceptable to the Agent (which report shall not contain any qualification except with respect to new accounting principles mandated by the Financial Accounting Standards Board), and to be in form and substance reasonably acceptable to the Agent; (i) within 45 days after the end of each fiscal quarter (except the fourth fiscal quarter), unaudited Consolidated balance sheets and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, Consolidated income statements showing the financial position condition and results of operations of the combined Guarantors Borrowers and their respective subsidiaries as of the Subsidiaries on end of each such quarter, a condensed Consolidated statement of shareholders' equity and consolidated basis a Consolidated statement of cash flow as of the end of each such quarter, together with a statement comparing actual results for such quarter with the projections set forth in paragraph (f) below, certified by the Financial Officer of Jitney Jungle as presenting fairly the financial condition and results of operations of the Borrowers and their respective subsidiaries and as having been prepared in accordance with GAAP generally accepted accounting principles consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding quarter of the preceding year and corresponding figures for the period beginning with the first day of the relevant Fiscal Year and ending on the last day of the relevant fiscal quarter and the corresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments; and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 25 days after the end of each of fiscal month, unaudited Consolidated balance sheets and Consolidated income statements showing the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors Borrowers and their respective subsidiaries as of the Subsidiaries on end of such month, a condensed Consolidated statement of shareholders' equity and consolidated basis a Consolidated statement of cash flow as of the end of each such month, together with a statement comparing actual results for such month with the projections set forth in (f) below, certified by the Financial Officer of Jitney Jungle as presenting fairly the financial condition and results of operations of the Borrowers and their respective subsidiaries and as having been prepared in accordance with GAAP generally accepted accounting principles consistently applied, except setting forth in each case in comparative form the corresponding figures for the absence corresponding month of footnotes or as otherwise described therein the preceding year and corresponding figures for the period beginning with the first day of the current Fiscal Year and ending on the last day of the relevant fiscal month and the corresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)adjustments; (c) promptly after the same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by any Borrower or any of their respective subsidiaries with the SEC or any governmental authority that may be substituted therefor, or any national securities exchange (including, without limitation, amendments, modifications and supplements to the Offer to Purchase and any other Tender Offer Documents) and copies of all proxy statements submitted to its shareholders; (i) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a the firm or person referred to therein (x) which certificate shall, in the case of the certificate of the Financial Officer (i) certifying thatof Jitney Jungle, certify that to the best of his or her knowledge, knowledge no Default or Event of Default has occurred or(including calculations demonstrating compliance, as of the dates of the financial statements being furnished, with the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof and setting forth the computation of Excess Cash Flow for the relevant period) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiy) setting which certificate, in the case of the certificate furnished by the independent public accountants referred in paragraph (a) above, may be limited to accounting matters and disclaim responsibility for legal interpretations, but shall in any event certify that to the best of such accountants' knowledge based solely on normal audit procedures, as of the dates of the financial statements being furnished no Default or Event of Default has occurred under any of the covenants set forth computations in reasonable Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof (such certificate to include calculations demonstrating compliance with such covenants and the computation of Excess Cash Flow) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and shall in addition certify that in the course of preparing the audit and the certificate referred to herein, such accountants have not become aware of the occurrence of any other Default or Event of Default and, if such a Default or Event of Default has occurred, specifying the nature thereof; provided, however, that any certificate delivered concurrently with (a) above shall be signed by the Financial Officer of Jitney Jungle in addition to the independent public accountants; (e) concurrently with any delivery under (a) above, a management letter, if any, prepared by the independent public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of the Borrowers and their respective subsidiaries; (f) within 30 days after the beginning of each Fiscal Year, a summary of business plans and financial operation projections (including, without limitation, with respect to Excess Cash Flow and Capital Expenditures) for the Borrowers and their respective subsidiaries for such Fiscal Year (including fiscal month balance sheets, statements of income and of cash flow, an Undrawn Availability forecast, an Excess Cash Flow forecast and a forecast as to compliance with the covenants contained in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof), prepared by management and in form, substance and detail (including, without limitation, principal assumptions) reasonably satisfactory to the Administrative Agent Agent; (i) no later than 14 days after the end of each fiscal month, a certificate, in form, substance and detail reasonably satisfactory to the Agent, in substantially the form annexed hereto as Exhibit K-1, of the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower, demonstrating compliance as at the close of business on the last Saturday of such fiscal month with the Borrowing Base of the Borrowers (including particulars as to the Loans made and the Letters of Credit Usage during such month with respect to each of the Borrowers), together with a reconciliation of all collections made with respect to the Borrowers and the Guarantors during such fiscal month, on a consolidated and an individual basis and (ii) no later than Monday of each week, a certificate in form, substance and detail reasonably satisfactory to the Agent, in substantially the form annexed hereto as Exhibit K-2, of the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower (including, without limitation, the amount of inventory held by such Borrower), demonstrating compliance as at the close of business on Saturday of the preceding week with the individual Borrowing Base of such Borrower; (h) promptly upon the request of the Agent, a certificate, in form, substance and detail reasonably satisfactory to the Agent, of the Financial Officer of (i) each of the Borrowers demonstrating compliance with the Financial Covenantsindividual Borrowing Base of such Borrower as at such previous date as Agent shall reasonably request, including together with a reconciliation of all collections made with respect to the Borrowers and the Guarantors since the date of the most recent reconciliation delivered to the Agent under this clause (h) or clause (g) above through such date and (ii) Jitney Jungle on a consolidated basis demonstrating compliance with the Borrowing Base of the Borrowers as at such previous date as Agent shall reasonably detailed computations request; (i) immediately upon becoming aware thereof, notice to the Agent of Total Indebtedness and Combined EBITDAthe breach beyond any applicable grace period by any party of any material agreement with any Borrower, any Guarantor or any of their respective subsidiaries; and (dj) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including, without limitation, profit and loss information on a store by store basis, as well as supplemental expense information. At the reasonable request of any Lender, the Agent agrees to promptly forward such request for information to the Borrowers.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 90 120 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Parent, the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or another other independent registered public accounting firm accountants of recognized national standing without and accompanied by an opinion of such accountants (which opinion shall not include any “qualification or exception as to the scope of audit” qualification or statement from such accounting firm audit except that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue opinion may contain a going concern qualification solely as a going concern, (iiresult of the upcoming maturity of the Loans or any prospective inability to satisfy the covenants set forth in Section 6.10 on a future date or for a future period) to the unaudited annual condensed and effect that such consolidated statement of financial statements fairly present the financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respectsParent, the financial position Borrower and results of operations of Blackstone Group its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence together with a customary “management discussion and analysis” provision; (b) within 60 days after each fiscal quarter of footnotes or as otherwise described therein each fiscal year, its consolidated balance sheet and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated related statements of income income, stockholders’ equity and cash flows showing the financial condition of the combined Loan Parties Parent, the Borrower and the its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, substantially and comparative figures for the same periods in the form delivered pursuant to the Existing Credit Agreementimmediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of the combined Guarantors Parent, the Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the subject to absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments adjustments, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” provision; (c) [reserved]; (d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer in the form of Exhibit F (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent Required Lenders demonstrating compliance with the Financial Covenantscovenants contained in Section 6.10 and (iii) setting forth computations in reasonable detail satisfactory to the Required Lenders of the amount of capitalized PIK Interest; (e) within 75 days after the beginning of each fiscal year of the Parent (i) 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, the projected Retail Segment Revenue for such fiscal year and setting forth the assumptions used for purposes of preparing such budget), which budget has been approved by the board of directors of the Parent (such approved budget, the “Approved Budget”) and (ii) promptly when available, any significant revisions of such Approved Budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (g) promptly after the receipt thereof by the Parent, the Borrower or any of the Subsidiaries, a copy of any “management letter” received by the Parent, the Borrower or such Subsidiary from its certified public accountants and the management’s written response thereto (if any); (h) promptly after the reasonable request by any Lender all documentation and other information that such Lender needs to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations of Total Indebtedness and Combined EBITDAthe USA PATRIOT Act; (i) substantially concurrently with any financial statements, reports, forecasts, board materials or similar financial reporting or diligence materials required to be delivered under Section 5.04 under the First Lien Loan Agreement (or similar provisions under any other First Lien Loan Document), such financial statements, reports, forecasts or materials delivered under the First Lien Debt, as may be amended, supplemented, replaced or otherwise modified from time to time; and (dj) promptly, from time to time, promptly (i) such other information regarding the operations, business affairs and financial condition of the Guarantors Parent, the Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, and (ii) any diligence materials and other information with respect to (x) the Collateral, (y) the Parent, the Borrower, the Subsidiaries and their respective businesses, and (z) the Sales Process, in each case, as the Administrative Agent or any Lender may reasonably request. Notwithstanding anything to the contrary herein, nothing in this Article V shall require the Borrower to provide such information (x) in respect of which disclosure is prohibited by applicable law or any binding confidentiality or non-disclosure arrangement, in each case, so long as such agreement was not entered into in contemplation of this Agreement or of such disclosure or (y) which is subject to attorney-client or similar privilege or constitutes attorney work product.

Financial Statements, Reports, etc. Furnish The Borrower shall deliver to the Administrative AgentAgent on behalf of the Lenders: (a) within 90 Within ninety (90) days after the end of each fiscal year, (i) AAG’s consolidated balance sheet and related statement of income and cash flows, showing the annual audited financial condition of AAG and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and AAG to be audited for such fiscal year of Blackstone Group, reported upon AAG by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing and to be accompanied by an opinion of such accountants (without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors AAG and the its Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of GAAP; provided that the audited financial statements referred to in clause (i) foregoing delivery requirement shall be satisfied if AAG shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the unaudited financial statements referred to in clause (ii)public via EDGAR or any similar successor system; (b) within 60 Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, (i) AAG’s consolidated balance sheets and related statements of income and cash flows, showing the quarterly unaudited condensed and consolidated statement of financial condition of AAG and condensed and its Subsidiaries on a consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group basis as of the end close of and for such fiscal quarter and the then-results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Financial Responsible Officer of AAG as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group AAG and its Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-normal year end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of footnotes; provided that the unaudited financial statements referred to in clause (i) foregoing delivery requirement shall be satisfied if AAG shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the unaudited financial statements referred to in clause (ii)public via EDGAR or any similar successor system; (c) concurrently with So long as any delivery of financial statements Loans are outstanding, within the time period under (a) or (bSection 5.01(a) above, a certificate of a Financial Responsible Officer (i) of the Borrower certifying that, to the best knowledge of his or her knowledgesuch Responsible Officer, no Default or Event of Default has occurred and is continuing, or, if if, to the knowledge of such Responsible Officer, such a Default or Event of Default has occurredoccurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto; (d) So long as any Loans are outstanding, within the time period under (a) and (iib) setting forth computations of this Section 5.01, a certificate of a Responsible Officer demonstrating in reasonable detail satisfactory compliance with Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio or Asset Coverage Ratio, as applicable, reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral or Pool Assets, as applicable, since the date of delivery to the Administrative Agent of such Appraisals); (e) Within 15 days after a Responsible Officer of the Borrower obtains knowledge that there has been one or more Dispositions of Collateral or Pool Assets (excluding those described in clause (b), (c)(ii), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.08(b) or 6.09(a), as applicable, most recently delivered under this Agreement by the Financial CovenantsBorrower to the Administrative Agent consisting of (i) Eligible Aircraft, including reasonably detailed computations (ii) Eligible Engines or (iii) any other Collateral or Pool Assets, as applicable, having an Appraised Value in the aggregate in excess of Total Indebtedness 10% of the sum of the aggregate Appraised Value of all Collateral or Pool Assets, as applicable, plus Pledged Cash and Combined EBITDA; andCash Equivalents, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.08(b) or 6.09(a), as applicable; (df) promptlyWithin 30 days after a Responsible Officer obtains knowledge that any type or model of Aircraft or Engine has become Non-Core Fleet Equipment or any category of Spare Parts have become Non-Core Spare Parts, a certificate of a Responsible Officer confirming the same. (g) Promptly after a Responsible Officer obtains knowledge thereof, notice of the failure of any material assumption contained in any Appraisal to be correct, except if such failure would not reasonably be expected to materially adversely affect the Appraised Value of the applicable type of Collateral or Pool Asset, as applicable; (h) So long as any Commitment or Loan is outstanding, within 30 days after the Chief Financial Officer or the Treasurer of the Borrower becoming aware of the occurrence of a Default or Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Borrower and its Subsidiaries are taking or propose to take with respect thereto; (i) Promptly, from time to time, such other information regarding the Collateral or Pool Assets and the operations, business affairs and financial condition of either the Guarantors Borrower or any Guarantor, in each case as the SubsidiariesAdministrative Agent, or compliance with at the terms request of any Loan DocumentLender, may reasonably request (it being understood that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be obligated to provide utilization reports with respect to any Slots); and Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may reasonably requestbe made available by the Administrative Agent to the Lenders by posting such information on the Platform. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s or AAG’s general commercial website on the Internet (to the extent such information has been posted or is available as described in such notice), as such website may be specified by the Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission. Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on a the Borrower’s general commercial website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative AgentLender: (a) within 90 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Groupits operations during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly its unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of such fiscal quarter and for the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (c) within 30 days after the end of the first two fiscal months of each fiscal quarter, the Borrower’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with comparison to the Borrower’s budgets of comparable information for such periods; (d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in form reasonably satisfactory to the Lender (i) certifying that, to the best of his or her knowledge, that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent Lender demonstrating compliance with the Financial Covenantscovenants contained in Section 6.11 and Section 6.12; (e) (i) within 15 days following the Closing Date, including reasonably detailed computations (A) an annual budget for fiscal year 2008 in form satisfactory to the Lender, (B) a corporate outlook report for fiscal year 2009 in form satisfactory to the Lender and (C) a briefing paper on the proposed divestiture program, identifying businesses expected to be sold, the anticipated value of Total Indebtedness those businesses and Combined EBITDAthe expected timing of those sales, (ii) within 45 days following the end of each fiscal quarter of each fiscal year, an update to the budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year and an updated briefing report on the proposed divestiture program and (iii) promptly and in any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (e); (f) 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 U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders generally, as the case may be (except that the Borrower and its Subsidiaries shall not be obligated to furnish to the Lender copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) or are on the Borrower’s website and (ii) the Borrower has provided the Lender with notice that such materials have been so posted); (g) promptly following delivery thereof to the board of directors of the Borrower, copies of board packages and presentations; (h) promptly after the receipt thereof by the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (i) as soon as available but not later than 150 days after the close of each fiscal year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary (if applicable), the Annual Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited and certified by independent certified public accountants of recognized national standing; (j) as soon as available but not later than 75 days after the close of each of the first three fiscal quarters of each fiscal year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary (if applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (k) promptly following the delivery thereof to, or receipt thereof by the Borrower or any of its Subsidiaries, any draft or final examination reports, risk-adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable law, rule or regulation, or any other report with respect to, any Insurance Subsidiary; (l) within 90 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (m) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of any Insurance Subsidiary that the Borrower or such Insurance Subsidiary may file with the applicable Department; (n) prior to the filing thereof, copies of any proposed filing on Form D and any supporting materials that the Borrower or any Insurance Subsidiary intends to file with any applicable Department; (o) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the Lender may request from time to time in its sole discretion) (i) a cash report in a form satisfactory to the Lender evidencing compliance with Section 6.12 as at the close of business on the immediately preceding Business Day and (ii) a statement of projected cash receipts and cash disbursements for the Borrower and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the Lender; (p) not later than five days following the Closing Date (i) a copy of the Permitted Investments Policy, and (ii) a schedule, in form satisfactory to the Lender, of all Investment Commitments outstanding on the Closing Date; (q) commencing five days following the Closing Date, daily risk assessment profile reports in form satisfactory to the Lender; and (dr) promptly, from time to time, such other information regarding information, including such additional regular financial, management and other reports, as the Lender shall request in consultation with the Borrower to enable the Lender to monitor the business, assets, liabilities, operations, business affairs condition, results and financial condition prospects of the Guarantors or the Borrower and its Subsidiaries, or their compliance with the terms of any the Loan DocumentDocuments, and the regulatory environment in which the Borrower and its Subsidiaries operate. The Borrower shall take all steps necessary or requested by the Lender to establish a reporting regime that satisfies the objective of the preceding sentence as promptly as practicable following the Administrative Agent may reasonably requestClosing Date.

Financial Statements, Reports, etc. Furnish (a) The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent for distribution to each Lender: (ai) within 90 30 days after the end of each fiscal yearmonth in each Fiscal Year until the Supplemental Audit Report Date, (i) and thereafter for so long as Monthly Financial Packages are provided under the annual audited consolidated statement of financial condition and consolidated statements of operationsSenior Subordinated Credit Agreement, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, Monthly Financial Package; (ii) not later than the unaudited annual condensed and consolidated statement earlier to occur of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iiix) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 50 days after the end of each of the first three fiscal quarters of each Fiscal Year of the Borrower ending after December 31, 2004 (or in the case of any fiscal yearquarter of Fiscal Year 2005, the later of such 50 days and the Supplemental Audit Report Date) and (iy) the quarterly unaudited condensed date on which the Borrower is required to file or files financial statements with respect to the applicable fiscal quarter with the SEC, a balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operations, changes in partners’ capital income and cash flows of Blackstone Group as the Borrower and the Subsidiaries on a consolidated basis for such calendar quarter and for the period beginning on the first day of such Fiscal Year of the end Borrower and ending on the last day of such quarter, (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the financial covenants set forth in Section 6.01), together with statements in comparative form for such fiscal quarter and the then-elapsed portion corresponding date or period in the preceding Fiscal Year of the fiscal yearBorrower as summarized in the Form 10-Q of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, and certified by a Financial Officer as presenting fairly, in all material respects, fairly the financial position condition and results of operations of Blackstone Group the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (iii) on the Audit Report Date with respect to the Fiscal Years covered by the audited financial statements provided on such date, and on the Supplemental Audit Report Date with respect to the Fiscal Year 2004 and thereafter not later than the earlier to occur of (iix) 100 days after the end of each Fiscal Year of the Borrower and (y) the quarterly unaudited condensed and consolidated date on which the Borrower is required to file or files financial statements with respect to the applicable Fiscal Year with the SEC, financial statements (including a balance sheet, a statement of financial condition income, a statement of stockholders' equity and condensed and consolidated statements a statement of income and cash flows flows) of the combined Loan Parties Borrower and the Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter Fiscal Year (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the then-elapsed portion financial covenants set forth in Section 6.01), together with statements in comparative form as of the fiscal year, substantially end of and for the preceding Fiscal Year as summarized in the form delivered Form 10-K of the Borrower filed with the SEC pursuant to Section 13 of the Existing Credit AgreementExchange Act for the corresponding period, certified and accompanied by a Financial Officer report of PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as presenting fairlyto the scope of such audit other than as to matters relating to historical costs of fixed assets), which opinion shall state in all material respectseffect that such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with GAAP consistently applied and (C) present fairly the financial position condition and results of operations of the combined Guarantors Borrower and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)period covered; (civ) concurrently with any delivery of financial statements under clause (aii) or (biii) above, a certificate of a Financial Officer (iA) certifying that, as to the best of his or her knowledge, no whether a Default has occurred orand, if such a Default has occurred, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and thereto; (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01(a) and (b); (C) stating whether or not the Subsidiary Credit Support Date has occurred and, if it has occurred, setting forth (x) the Maximum Subsidiary Credit Support Amount as of the date of the balance sheet included in such financial statements and (y) the names of the Credit Support Subsidiaries and their respective Credit Support Values (which, in the aggregate, shall be not less than the amount required under Section 5.14) as of the date of the balance sheet included in such financial statements, in each case together with computations in reasonable detail satisfactory and supporting information reasonably acceptable to the Administrative Agent demonstrating compliance Agent; (D) stating whether any change in GAAP or in the application thereof has occurred since December 31, 2004 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and (E) in the case of the audited financial statements for Fiscal Year 2004, setting forth a computation of the Borrower's Consolidated Tangible Assets as of December 31, 2004; (v) not later than March 31, 2006 and, in respect of Fiscal Year 2006 and thereafter not later than the end of each Fiscal Year in respect of the next succeeding Fiscal Year (A) the annual business plan of the Borrower and its Subsidiaries for such Fiscal Year approved by the Board of Directors of the Borrower, (B) forecasts prepared by management of the Borrower for each fiscal month in such Fiscal Year and (C) forecasts prepared by management of the Borrower for such Fiscal Year and the four Fiscal Years thereafter, including, in each instance described in clauses (B) and (C) above, (x) a projected year-end consolidated balance sheet and income statement and statement of cash flows and (y) a statement of all of the material assumptions on which such forecasts are based; (vi) contemporaneously with the Financial Covenantsdistribution thereof to the Borrower's or any Subsidiary's stockholders or partners or the filing thereof with the SEC, as the case may be, copies of all statements, reports, notices and filings distributed by the Borrower or any Subsidiary to its stockholders or partners or filed with the SEC (including reasonably detailed computations reports on Forms 10-K, 10-Q and 8-K) or any Governmental Authority succeeding to any or all of Total Indebtedness and Combined EBITDA; andthe functions of the SEC or with any national securities exchange; (dvii) promptlypromptly after the occurrence of any ERISA Event that, from time alone or together with any other ERISA Events that have occurred, could reasonably be expected to timeresult in liability of the Borrower, the Subsidiaries and all ERISA Affiliates in an aggregate amount exceeding $5,000,000, a certificate of a Financial Officer setting forth the details as to such ERISA Event and the action that the Borrower, such Subsidiary or such ERISA Affiliate has taken or will take with respect thereto; (viii) promptly after the Borrower or any Subsidiary becomes aware of the commencement thereof, notice of any investigation, action, suit or proceeding before any Governmental Authority involving the condemnation or taking under the power of eminent domain of any material portion of its property or the revocation or suspension of any material permit, license, certificate of need or other governmental requirement applicable to any of its properties or assets; (ix) within 10 days of the receipt by the Borrower or any Subsidiary, copies of all material deficiency notices, compliance orders or adverse reports issued by any Governmental Authority or accreditation commission having jurisdiction over the licensing, accreditation or operation of any properties or assets of the Borrower or any Subsidiary or by any Governmental Authority or private insurance company pursuant to a provider agreement, which, if not timely complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any license, certification or accreditation necessary in order for such Person to carry on its business as then conducted or the termination of any material insurance or reimbursement program available to such Person; (x) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably requestrequest (and, without limiting the foregoing, information as to the Credit Support Value of any Domestic Subsidiary (other than an Excluded Subsidiary) reasonably requested by the Administrative Agent or any Lender to enable it to determine whether the Borrower has complied with the Collateral and Guarantee Requirement); and (xi) contemporaneously with the distribution thereof, copies of all statements, reports, notices and other documents delivered by the Borrower or any Subsidiary pursuant to or in satisfaction of requirements set forth in the Senior Subordinated Credit Agreement (to the extent such documents shall not already have been delivered hereunder). Information required to be delivered pursuant to this Section 5.01(a) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted by the Borrower on an IntraLinks or similar site to which all of the Lenders have been granted access (and a confirming electronic correspondence shall have been delivered to each Lender providing notice of such posting); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. (b) The Borrower will cause (i) the Audit Report Date to occur on or before June 30, 2005 and (ii) the Supplemental Audit Report Date to occur on or before December 31, 2005.

Financial Statements, Reports, etc. Furnish to the Administrative Agent, who will deliver to each Lender: (a) within 90 days after the end of each fiscal year, (i) the annual audited consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrowers on a combined basis as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of the Borrowers on a combined basis during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or another an independent registered public accounting firm accountant of recognized national standing without and accompanied by an opinion of such accountants (which shall not be qualified in any “scope of audit” material respect except for a going concern qualification or statement from such accounting firm and as indicated below) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and (iiiScotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity unless otherwise indicated or the context indicates otherwise) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)consistently applied; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, the balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrowers on a combined basis as of the close of such fiscal quarter and the results of its operations and the operations of the Borrowers during such fiscal quarter and the then elapsed portion of the fiscal year, and commencing April, 2006, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of PALCO’s Financial Officers as fairly presenting the financial condition and results of operations of the Borrowers on a combined basis in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) within 30 days after the end of each fiscal month of each fiscal quarter, (i) the quarterly unaudited condensed combined balance sheet and consolidated statement related statements of income and cash flows showing the financial condition of the Borrowers during such fiscal month and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and condensed results of operations of the Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and consolidated Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) the separate, internally prepared entity-only balance sheet and related statements of operations, changes in partners’ capital income and cash flows showing the financial condition of Blackstone Group as of each Borrower, and the end of and eliminations reflected in the corresponding financial statements delivered pursuant to the preceding clause (i), for such fiscal quarter month and the then-elapsed portion of the fiscal yearyear (and, certified by a Financial Officer as presenting fairly, in all material respects, the commencing with such financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except statements for the absence month of footnotes or as otherwise described therein April, 2006, for the corresponding month and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the preceding fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, ) all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis Borrowers in accordance with GAAP (except for the exclusion of PALCO’s wholly owned subsidiaries Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder’s equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (cd) concurrently with any delivery of financial statements under paragraph (a), (b) or (bc) above, (i) a certificate of a the accounting firm (in the case of paragraph (a)) or Financial Officer (iin the case of paragraph (b)) opining on or certifying that, to the best such statements and certifying that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto (which certificate, when furnished by an accounting firm, may be limited to providing negative assurances regarding financial covenants related to accounting matters and disclaim responsibility for legal interpretations), (ii) a certificate executed by any officer of PALCO setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10, 6.11, 6.12 and 6.13, (iii) (x) a management report, in reasonable detail, signed by the chief financial officer of PALCO, describing the operations and financial condition of the Loan Parties and their Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements) and (y) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent budget for the applicable periods delivered to the Administrative Agent (and discussing the reasons for any significant variations from such budget), (iv) a report, in form reasonably acceptable to the Administrative Agent, setting forth the Asset Sales which have occurred during such period and since the Closing Date and a description of the status of the sale process with respect to all other Assets Sales and (v) a report, in form reasonably acceptable to the Administrative Agent, in reasonable detail, signed by the chief financial officer of PALCO, describing (A) the occurrence of any matter that could reasonably be expected to result in Environmental Liability to Holdings, the Borrower or its Subsidiaries in excess of $5,000,000, (B) the status of Borrower’s and its Subsidiaries’ compliance with the matters discussed in the “Water Quality” subsection of Schedule 3.17, including without limitation (1) TMDL’s, (2) waste discharge reporting, (3) operational requirements and (4) WWDR’s (including the results of the required monitoring program and any modifications or amendments thereto), and (C) the occurrence of any Environmental Liability pursuant to Senate Bxxx 810 or related to a violation of the Borrower’s Habitat Conservation Plan or other plans and/or Permits related to listed species and (v) a report, in form reasonably acceptable to the Administrative Agent, with respect to the Annexation process listing all applicable material objections, milestones, changes in scheduling, new governmental requirements and all other issues material to the Annexation process, and generally setting forth the status and progress of the Annexation since the delivery of the prior financial statements; (e) at least 30 days prior to the end of each fiscal year of PALCO, a detailed computations consolidated budget for the following fiscal year (including a projected consolidated and consolidating balance sheet and related statements of Total Indebtedness projected operations and Combined EBITDAcash flows as of the end of and for such following fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by PALCO 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; (g) promptly after the receipt thereof by either PALCO or any of the Subsidiaries, a copy of any final “management letter” received by any such person from its certified public accountants and the management’s response thereto (it being understood that the term “management letter” does not include communications from such public accountants to an audit committee that by their terms expressly state that they may not provided to third parties); and (dh) promptly, upon the Administrative Agent’s request, and in any event no less frequently than noon New York time on the third (3rd) Business Day after the end of each week, each of the following reports, each of which shall be prepared by Borrowers as of the last day of the immediately preceding week: (A) a Borrowing Base Certificate with respect to each Borrower, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (B) with respect to each Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; and (C) with respect to each Borrower, a trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days, 91 days to 120 days and 120 days or more, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (i) on a weekly basis or at such more frequent intervals as the Administrative Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral reports with respect to each Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of each Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request; (j) at the time of delivery of each of the monthly financial statements delivered pursuant to Section 5.04(c): (A) a reconciliation of the most recent monthly Borrowing Base, general ledger and month-end Inventory reports of each Borrower to each Borrower’s general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (B) a reconciliation of the perpetual inventory by location to each Borrower’s most recent monthly Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; and (D) a reconciliation of the outstanding Loans to each Borrower’s general ledger and monthly financial statements delivered pursuant to Section 5.04(c), in each case accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; (k) from time to time, if Administrative Agent determines in its sole discretion that obtaining appraisals is necessary or appropriate for any reason, the Administrative Agent will, at Borrower’s expense, obtain appraisal reports in form and substance and from appraisers satisfactory to the Administrative Agent stating the then current market values of all or any portion of the Real Property and personal property, including Appraisals (as defined in the Revolving Credit Agreement) of Borrowers’ Inventory, owned by any of the Loan Parties; (l) Borrowers, at their own expense, shall deliver to the Administrative Agent the results of each physical verification, if any, that any Loan Party may in their discretion have made, or caused any other person to have made on their behalf, of all or any portion of their Inventory (and, if a Default or an Event of Default has occurred and is continuing, Borrowers shall, upon the request of the Administrative Agent, conduct, and deliver the results of, such physical verifications as the Administrative Agent may require); and (m) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors any Loan Party or the SubsidiariesScotia Pacific, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. Furnish to the Administrative Agent, with copies for each of the Lenders: (a) within 90 days after the end of each fiscal yearFiscal Year, (i) Consolidated balance sheets and Consolidated income statements showing the annual audited consolidated statement of financial condition of the Borrowers and consolidated statements of operations, changes in partners’ capital and cash flows their respective subsidiaries as of the end close of such Fiscal Year and for the results of their operations during such fiscal year of Blackstone Groupyear, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, and (ii) the unaudited annual condensed and consolidated a Consolidated statement of financial condition shareholders' equity and condensed and consolidated statements a Consolidated statement of income and cash flows flow, as of the close of such Fiscal Year, all the foregoing financial statements to be audited by a Big 6 or other independent public accountants reasonably acceptable to the Agent (which report shall not contain any qualification except with respect to new accounting principles mandated by the Financial Accounting Standards Board), and to be in form and substance reasonably acceptable to the Agent; (i) within 45 days after the end of each fiscal quarter (except the fourth fiscal quarter), unaudited Consolidated balance sheets and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, Consolidated income statements showing the financial position condition and results of operations of the combined Guarantors Borrowers and their respective subsidiaries as of the Subsidiaries on end of each such quarter, a condensed Consolidated statement of shareholders' equity and consolidated basis a Consolidated statement of cash flow as of the end of each such quarter, together with a statement comparing actual results for such quarter with the projections set forth in paragraph (f) below, certified by the Financial Officer of Jitney Jungle as presenting fairly the financial condition and results of operations of the Borrowers and their respective subsidiaries and as having been prepared in accordance with GAAP generally accepted accounting principles consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding quarter of the preceding year and corresponding figures for the period beginning with the first day of the relevant Fiscal Year and ending on the last day of the relevant fiscal quarter and the corresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments; and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 25 days after the end of each of fiscal month, unaudited Consolidated balance sheets and Consolidated income statements showing the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors Borrowers and their respective subsidiaries as of the Subsidiaries on end of such month, a condensed Consolidated statement of shareholders' equity and consolidated basis a Consolidated statement of cash flow as of the end of each such month, together with a statement comparing actual results for such month with the projections set forth in (f) below, certified by the Financial Officer of Jitney Jungle as presenting fairly the financial condition and results of operations of the Borrowers and their respective subsidiaries and as having been prepared in accordance with GAAP generally accepted accounting principles consistently applied, except setting forth in each case in comparative form the corresponding figures for the absence corresponding month of footnotes or as otherwise described therein the preceding year and corresponding figures for the period beginning with the first day of the current Fiscal Year and ending on the last day of the relevant fiscal month and the corresponding period for the previous Fiscal Year, in each case subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)adjustments; (c) promptly after the same become publicly available, copies of such registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by any Borrower or any of their respective subsidiaries with the SEC or any governmental authority that may be substituted therefor, or any national securities exchange (including, without limitation, amendments, modifications and supplements to the Offer to Purchase and any other Tender Offer Documents) and copies of all proxy statements submitted to its shareholders; (i) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a the firm or person referred to therein (x) which certificate shall, in the case of the certificate of the Financial Officer (i) certifying thatof Jitney Jungle, certify that to the best of his or her knowledge, knowledge no Default or Event of Default has occurred or(including calculations demonstrating compliance, as of the dates of the financial statements being furnished, with the covenants set forth in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof and setting forth the computation of Excess Cash Flow for the relevant period) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iiy) setting which certificate, in the case of the certificate furnished by the independent public accountants referred in paragraph (a) above, may be limited to accounting matters and disclaim responsibility for legal interpretations, but shall in any event certify that to the best of such accountants' knowledge based solely on normal audit procedures, as of the dates of the financial statements being furnished no Default or Event of Default has occurred under any of the covenants set forth computations in reasonable Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof (such certificate to include calculations demonstrating compliance with such covenants and the computation of Excess Cash Flow) and, if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and shall in addition certify that in the course of preparing the audit and the certificate referred to herein, such accountants have not become aware of the occurrence of any other Default or Event of Default and, if such a Default or Event of Default has occurred, specifying the nature thereof; provided, however, that any certificate delivered concurrently with (a) above shall be signed by the Financial Officer of Jitney Jungle in addition to the independent public accountants; (e) concurrently with any delivery under (a) above, a management letter, if any, prepared by the independent public accountants who reported on the financial statements delivered under (a) above, with respect to the internal audit and financial controls of the Borrowers and their respective subsidiaries; (f) within 30 days after the beginning of each Fiscal Year, a summary of business plans and financial operation projections (including, without limitation, with respect to Excess Cash Flow and Capital Expenditures) for the Borrowers and their respective subsidiaries for such Fiscal Year (including fiscal month balance sheets, statements of income and of cash flow, an Undrawn Availability forecast, an Excess Cash Flow forecast and a forecast as to compliance with the covenants contained in Sections 7.07, 7.08, 7.09, 7.10 and 7.11 hereof), prepared by management and in form, substance and detail (including, without limitation, principal assumptions) reasonably satisfactory to the Administrative Agent Agent; (i) no later than 14 days after the end of each fiscal month, a certificate, in form, substance and detail reasonably satisfactory to the Agent, in substantially the form annexed hereto as Exhibit K-1, of the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower, demonstrating compliance as at the close of business on the last Saturday of such fiscal month with the Borrowing Base of the Borrowers (including particulars as to the Loans made and the Letters of Credit Usage during such month with respect to each of the Borrowers), together with a reconciliation of all collections made with respect to the Borrowers and the Guarantors during such fiscal month, on a consolidated and an individual basis and (ii) no later than Monday of each week, a certificate in form, substance and detail reasonably satisfactory to the Agent, in substantially the form annexed hereto as Exhibit K-2, of the Financial Officer of each of the Borrowers on a consolidated and consolidating basis with respect to Jitney Jungle and on a consolidating basis with respect to each other Borrower (including, without limitation, the amount of inventory held by such Borrower), demonstrating compliance as at the close of business on Saturday of the preceding week with the individual Borrowing Base of such Borrower; (h) promptly upon the request of the Agent, a certificate, in form, substance and detail reasonably satisfactory to the Agent, of the Financial Officer of (i) each of the Borrowers demonstrating compliance with the Financial Covenantsindividual Borrowing Base of such Borrower as at such previous date as Agent shall reasonably request, including together with a reconciliation of all collections made with respect to the Borrowers and the Guarantors since the date of the most recent reconciliation delivered to the Agent under this clause (h) or clause (g) above through such date and (ii) Jitney Jungle on a consolidated basis demonstrating compliance with the Borrowing Base of the Borrowers as at such previous date as Agent shall reasonably detailed computations request; (i) immediately upon becoming aware thereof, notice to the Agent of Total Indebtedness and Combined EBITDAthe breach beyond any applicable grace period by any party of any material agreement with any Borrower, any Guarantor or any of their respective subsidiaries; and (dj) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request, including, without limitation, profit and loss information on a store by store basis, as well as supplemental expense information. At the reasonable request of any Lender, the Agent agrees to promptly forward such request for information to the Borrowers.

Financial Statements, Reports, etc. Furnish to the Administrative Agent, who will deliver to each Lender: (a) within 90 days after the end of each fiscal year, (i) the annual audited consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partners’ capital stockholders' equity and cash flows showing the financial condition of the Borrowers on a combined basis as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of the Borrowers on a combined basis during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or another an independent registered public accounting firm accountant of recognized national standing without and accompanied by an opinion of such accountants (which shall not be qualified in any “scope of audit” material respect except for a going concern qualification or statement from such accounting firm and as indicated below) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and (iiiScotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity unless otherwise indicated or the context indicates otherwise) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)consistently applied; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, the balance sheet and related statements of income, stockholders' equity and cash flows showing the financial condition of the Borrowers on a combined basis as of the close of such fiscal quarter and the results of its operations and the operations of the Borrowers during such fiscal quarter and the then elapsed portion of the fiscal year, and commencing April, 2006, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of PALCO's Financial Officers as fairly presenting the financial condition and results of operations of the Borrowers on a combined basis in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) within 30 days after the end of each fiscal month of each fiscal quarter, (i) the quarterly unaudited condensed combined balance sheet and consolidated statement related statements of income and cash flows showing the financial condition of the Borrowers during such fiscal month and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and condensed results of operations of the Borrowers in accordance with GAAP (except for the exclusion of Scotia Pacific, Salmon Creek and consolidated Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) the separate, internally prepared entity-only balance sheet and related statements of operations, changes in partners’ capital income and cash flows showing the financial condition of Blackstone Group as of each Borrower, and the end of and eliminations reflected in the corresponding financial statements delivered pursuant to the preceding clause (i), for such fiscal quarter month and the then-elapsed portion of the fiscal yearyear (and, certified by a Financial Officer as presenting fairly, in all material respects, the commencing with such financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except statements for the absence month of footnotes or as otherwise described therein April, 2006, for the corresponding month and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the preceding fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, ) all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis Borrowers in accordance with GAAP (except for the exclusion of PALCO's wholly owned subsidiaries Scotia Pacific, Salmon Creek and Scotia Inn except as losses in excess of investments in subsidiaries as a component of stockholder's equity and consolidating the financial statements thereof, and inventory presented on a FIFO basis) consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer the absence of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)footnotes; (cd) concurrently with any delivery of financial statements under paragraph (a) or (b) above, (i) a certificate of a the accounting firm (in the case of paragraph (a)) or Financial Officer (iin the case of paragraph (b)) opining on or certifying that, to the best such statements and certifying that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto (which certificate, when furnished by an accounting firm, may be limited to providing negative assurances regarding financial covenants related to accounting matters and disclaim responsibility for legal interpretations) and (ii) a certificate executed by any officer of PALCO setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10 and 6.11; (e) at least 30 days prior to the end of each fiscal year of PALCO, a detailed consolidated budget for the following fiscal year (including reasonably detailed computations a projected consolidated and consolidating balance sheet and related statements of Total Indebtedness projected operations and Combined EBITDAcash flows as of the end of and for such following fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by PALCO 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; (g) promptly after the receipt thereof by either PALCO or any of the Subsidiaries, a copy of any final "management letter" received by any such person from its certified public accountants and the management's response thereto (it being understood that the term "management letter" does not include communications from such public accountants to an audit committee that by their terms expressly state that they may not provided to third parties); and (dh) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors any Loan Party or the SubsidiariesScotia Pacific, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Reports, etc. (a) Furnish to the Co-Administrative AgentAgents, which shall furnish to the DIP Creditors in accordance with Section 9.01: (ai) within (x) 180 days after the end of the fiscal year ended December 31, 2023, (y) 90 days after the end of each other fiscal year, (i) the annual audited Company’s consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partners’ capital equity and cash flows showing the financial condition of the Company and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or another independent registered public accounting firm accountants of recognized national standing without any “scope and accompanied by an opinion of audit” qualification or statement from such accounting firm accountants to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Company and the its consolidated Subsidiaries on a condensed and consolidated basis in all material respects in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision and (iiiz) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) solely with respect to the unaudited financial statements referred to in clause (ii); (b) within 60 fiscal year ended December 31, 2023, 90 days after the end of each such fiscal year, the Company’s unaudited consolidated balance sheet and related statements of income, partners’ equity and cash flows (which statements, for the avoidance of doubt, will be absent footnote disclosure) showing the financial condition of the first three Company and its consolidated Subsidiaries as of the close of such fiscal quarters year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, together with a customary “management discussion and analysis” provision; (ii) within 60 days (or, solely with respect to the fiscal quarter ending March 31, 2024, 90 days) after the end of each fiscal quarter (other than the final fiscal quarter of any fiscal year) (commencing with the fiscal quarter ending March 31, (i) 2024), the quarterly unaudited condensed Company’s consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partners’ capital equity and cash flows showing the financial condition of Blackstone Group the Company and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Company and its consolidated Subsidiaries on a consolidated basis in all material respects in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, together with a customary “management discussion and analysis” provision; (iiiii) the quarterly unaudited condensed [reserved]; (iv) as soon as available, and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of in any event within 45 days after the end of and for such each fiscal quarter and the thenmonth of each fiscal year (other than any fiscal month that is also a fiscal quarter-elapsed portion of end) (commencing with the fiscal yearmonth ending April 30, substantially in the form delivered pursuant to the Existing Credit Agreement2024), certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)its monthly operating reports; (v) promptly after the request by any Co-Administrative Agent or any DIP Creditor, all documentation and other information that such Co-Administrative Agent or such DIP Creditor reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; (vi) promptly after the occurrence thereof, notice of any change in the information provided in the mostly recently delivered Beneficial Ownership Certification (if any) that would result in a change to the list of beneficial owners identified in parts (c) concurrently with any delivery of financial statements under (a) or (bd) above, a certificate of a Financial Officer such Certification; (ivii) certifying that, to the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA[reserved]; and (dviii) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Company or the Subsidiariesany Restricted Subsidiary, or compliance with the terms of any Loan Credit Document, as the Co-Administrative Agent Agents or any DIP Creditor may reasonably request. Information required to be delivered pursuant to Section 5.04(a)(i), (ii) and (iv) above shall be deemed to have been delivered on such Business Day that the Company delivers written notice to the Co-Administrative Agents that such information, or one or more annual or quarterly reports containing such information, is available on the website of the Securities Exchange Commission at hxxx://xxx.xxx.xxx. (b) [Reserved]. (c) The financial statements delivered pursuant to Section 5.04(a)(i), (ii) and (iv) above shall be accompanied by a Compliance Certificate.

Financial Statements, Reports, etc. Furnish (a) The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent for distribution to each Lender: (ai) within 90 30 days after the end of each fiscal yearmonth in each Fiscal Year until the Supplemental Audit Report Date, (i) and thereafter for so long as Monthly Financial Packages are provided under the annual audited consolidated statement of financial condition and consolidated statements of operationsSenior Subordinated Credit Agreement, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, Monthly Financial Package; (ii) not later than the unaudited annual condensed and consolidated statement earlier to occur of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iiix) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 50 days after the end of each of the first three fiscal quarters of each Fiscal Year of the Borrower ending after December 31, 2004 (or in the case of any fiscal yearquarter of Fiscal Year 2005, the later of such 50 days and the Supplemental Audit Report Date) and (iy) the quarterly unaudited condensed date on which the Borrower is required to file or files financial statements with respect to the applicable fiscal quarter with the SEC, a balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operations, changes in partners’ capital income and cash flows of Blackstone Group as the Borrower and the Subsidiaries on a consolidated basis for such calendar quarter and for the period beginning on the first day of such Fiscal Year of the end Borrower and ending on the last day of such quarter, (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the financial covenants set forth in Section 6.01), together with statements in comparative form for such fiscal quarter and the then-elapsed portion corresponding date or period in the preceding Fiscal Year of the fiscal yearBorrower as summarized in the Form 10-Q of the Borrower filed with the SEC pursuant to Section 13 of the Exchange Act for the corresponding period, and certified by a Financial Officer as presenting fairly, in all material respects, fairly the financial position condition and results of operations of Blackstone Group the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustmentsadjustments and the absence of footnotes; (iii) on the Audit Report Date with respect to the Fiscal Years covered by the audited financial statements provided on such date, and on the Supplemental Audit Report Date with respect to the Fiscal Year 2004 and thereafter not later than the earlier to occur of (iix) 100 days after the end of each Fiscal Year of the Borrower and (y) the quarterly unaudited condensed and consolidated date on which the Borrower is required to file or files financial statements with respect to the applicable Fiscal Year with the SEC, financial statements (including a balance sheet, a statement of financial condition income, a statement of stockholders' equity and condensed and consolidated statements a statement of income and cash flows flows) of the combined Loan Parties Borrower and the Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter Fiscal Year (in sufficient detail to indicate the Borrower's and each Subsidiary's compliance with the then-elapsed portion financial covenants set forth in Section 6.01), together with statements in comparative form as of the fiscal year, substantially end of and for the preceding Fiscal Year as summarized in the form delivered Form 10-K of the Borrower filed with the SEC pursuant to Section 13 of the Existing Credit AgreementExchange Act for the corresponding period, certified and accompanied by a Financial Officer report of PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as presenting fairlyto the scope of such audit other than as to matters relating to historical costs of fixed assets), which opinion shall state in all material respectseffect that such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with GAAP consistently applied and (C) present fairly the financial position condition and results of operations of the combined Guarantors Borrower and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)period covered; (civ) concurrently with any delivery of financial statements under clause (aii) or (biii) above, a certificate of a Financial Officer (iA) certifying that, as to the best of his or her knowledge, no whether a Default has occurred orand, if such a Default has occurred, specifying the nature and extent details thereof and any corrective action taken or proposed to be taken with respect thereto and thereto; (iiB) setting forth computations in reasonable detail satisfactory to the Administrative Agent reasonably detailed calculations demonstrating compliance with Section 6.01; (C) stating whether any change in GAAP or in the Financial Covenantsapplication thereof has occurred since December 31, including reasonably detailed computations 2004 and, if any such change has occurred, specifying the effect of Total Indebtedness such change on the financial statements accompanying such certificate; and Combined EBITDA; and(D) in the case of the audited financial statements for Fiscal Year 2004, setting forth a computation of the Borrower's Consolidated Tangible Assets as of December 31, 2004; (dv) promptlynot later than March 31, from time 2006 and, in respect of Fiscal Year 2006 and thereafter not later than the end of each Fiscal Year in respect of the next succeeding Fiscal Year (A) the annual business plan of the Borrower and its Subsidiaries for such Fiscal Year approved by the Board of Directors of the Borrower, (B) forecasts prepared by management of the Borrower for each fiscal month in such Fiscal Year and (C) forecasts prepared by management of the Borrower for such Fiscal Year and the four Fiscal Years thereafter, including, in each instance described in clauses (B) and (C) above, (x) a projected year-end consolidated balance sheet and income statement and statement of cash flows and (y) a statement of all of the material assumptions on which such forecasts are based; (vi) contemporaneously with the distribution thereof to timethe Borrower's or any Subsidiary's stockholders or partners or the filing thereof with the SEC, as the case may be, copies of all statements, reports, notices and filings distributed by the Borrower or any Subsidiary to its stockholders or partners or filed with the SEC (including reports on Forms 10-K, 10-Q and 8-K) or any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange; (vii) promptly after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower, the Subsidiaries and all ERISA Affiliates in an aggregate amount exceeding $5,000,000, a certificate of a Financial Officer setting forth the details as to such ERISA Event and the action that the Borrower, such Subsidiary or such ERISA Affiliate has taken or will take with respect thereto; (viii) promptly after the Borrower or any Subsidiary becomes aware of the commencement thereof, notice of any investigation, action, suit or proceeding before any Governmental Authority involving the condemnation or taking under the power of eminent domain of any material portion of its property or the revocation or suspension of any material permit, license, certificate of need or other governmental requirement applicable to any of its properties or assets; (ix) within 10 days of the receipt by the Borrower or any Subsidiary, copies of all material deficiency notices, compliance orders or adverse reports issued by any Governmental Authority or accreditation commission having jurisdiction over the licensing, accreditation or operation of any properties or assets of the Borrower or any Subsidiary or by any Governmental Authority or private insurance company pursuant to a provider agreement, which, if not timely complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any license, certification or accreditation necessary in order for such Person to carry on its business as then conducted or the termination of any material insurance or reimbursement program available to such Person; (x) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Documentthis Agreement, as the Administrative Agent or any Lender may reasonably request; and (xi) contemporaneously with the distribution thereof, copies of all statements, reports, notices and other documents delivered by the Borrower or any Subsidiary pursuant to or in satisfaction of requirements set forth in the Senior Subordinated Credit Agreement (to the extent such documents shall not already have been delivered hereunder). Information required to be delivered pursuant to this Section 5.01(a) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted by the Borrower on an IntraLinks or similar site to which all of the Lenders have been granted access (and a confirming electronic correspondence shall have been delivered to each Lender providing notice of such posting); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. (b) The Borrower will cause (i) the Audit Report Date to occur on or before June 30, 2005 and (ii) the Supplemental Audit Report Date to occur on or before December 31, 2005.

Financial Statements, Reports, etc. Furnish The Company shall furnish the following to the Administrative Agenteach holder of Series B Preferred Stock and each Securityholder whose Percentage Ownership exceeds 5%: (a) within 90 Within ninety (90) days after the end of each fiscal yearyear of the Company, (i) a consolidated audited balance sheet of the annual audited consolidated statement of financial condition Company and consolidated statements of operations, changes in partners’ capital and cash flows its Subsidiaries as of the end of and for such fiscal year and the related consolidated audited statements of Blackstone Groupincome, reported upon stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles with an opinion thereon by Deloitte & Touche LLP or another a firm of independent registered public accounting firm accountants of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) selected by the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)Board; (b) within 60 Within forty-five (45) days after the end of each fiscal quarter, a consolidated balance sheet of the first three Company and its Subsidiaries and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles (without footnotes or year-end adjustments) and certified by the Chief Financial Officer of the Company, such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders’ equity and cash flows to be for such quarter and for the period from the beginning of the fiscal quarters year to the end of such quarter, in each case, with comparative statements for the prior fiscal year; (iii) Within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year), a consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, and stockholders’ equity, unaudited but prepared in accordance with generally accepted accounting principles (without footnotes or year-end adjustments) and certified by the Chief Financial Officer of the Company, such consolidated balance sheet to be as of the end of such month and such consolidated statements of income and stockholders’ equity to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each case with comparative statements for the prior fiscal year; (iv) No later than thirty (30) days after the start of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and operating expense budgets, cash flows flow projections and income and loss projections for the Company and its Subsidiaries in respect of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (cv) concurrently with any delivery of financial statements under (a) or (b) abovePromptly following receipt by the Company, a certificate of a Financial Officer (i) certifying thateach audit response letter, accountant’s management letter and other written report submitted to the best Company by its independent public accountants in connection with an annual or interim audit of his the books of the Company or her knowledgeany of its Subsidiaries; (vi) Promptly after the commencement thereof, no Default has occurred ornotice of all actions, if such suits, claims, proceedings, investigations and inquiries that could reasonably be expected to have a Default has occurredmaterial adverse effect on the Company’s business, specifying the nature and extent thereof and any corrective action taken financial condition or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations results of Total Indebtedness and Combined EBITDAoperations; and (dvii) promptlyPromptly, from time to time, such other information regarding the business, prospects, financial condition, operations, business property or affairs and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Document, Company and its Subsidiaries as the Administrative Agent such Securityholder reasonably may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative Agent:Agent (with copies for each Lender): (a) within 75 days after the end of each fiscal year (except for the year ended December 31, 2015, which shall be within 90 days after the end of each such fiscal year), its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, (i) the annual all audited consolidated statement of financial condition and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Blackstone Group, reported upon by Deloitte & Touche LLP Rxxxxxx Rxxxxx LLC or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) consolidated financial statements fairly present the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis”; (b) within 60 40 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis”; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) in the form of Exhibit B certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto thereto; (d) within 60 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and (ii) related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (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 Financial CovenantsSecurities and Exchange Commission, including reasonably detailed computations or any Governmental Authority succeeding to any or all of Total Indebtedness the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by the Borrower or any of the Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and Combined EBITDAthe management’s response thereto; and (dg) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Financial Statements, Reports, etc. Furnish In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 90 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal year and the results of Blackstone Groupits operations and the operations of such Subsidiaries during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors Borrower and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” provision; (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed its consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group the Borrower and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and, other than with respect to quarterly reports during the remainder of the first fiscal year after the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” provision; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in the form of Exhibit F (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenantscovenants contained in Sections 6.10, 6.11 and 6.12 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that, to their knowledge, as of the last day of the immediately preceding fiscal year no Event of Default or Default has occurred with respect to Sections 6.10, 6.11 or 6.12 or, if such an Event of Default or Default has occurred, specifying the extent thereof in reasonable detail. (e) within 30 days after the beginning of each fiscal year of the Borrower, 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 for purposes of preparing such budget); (f) promptly after the same become publicly available, copies of the Borrower’s periodic reports on Form 10-K, Form 10-Q and Form 8-K and proxy statements on Schedule 14A 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 to its shareholders, as the case may be; (g) promptly after the receipt thereof by the Borrower or any Subsidiary, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) promptly after the written request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including reasonably detailed computations of Total Indebtedness and Combined EBITDAthe USA PATRIOT Act; and (di) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Guarantors Borrower or the Subsidiariesany Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. The Borrower shall be deemed to have satisfied the requirements of clauses (a), (b) and (f) of this Section 5.04 by filing the information described therein with the Securities and Exchange Commission within the specified time period.

Financial Statements, Reports, etc. Furnish During the Relevant TARP Period, AIG shall furnish to the Administrative AgentUST: (a) within 90 days after the end of each fiscal year, (i) the annual audited its consolidated statement of financial condition balance sheet and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of AIG and its consolidated Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Groupits operations during such year, reported upon together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche PricewaterhouseCoopers LLP or another other independent registered public accounting firm accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any “qualification or exception as to the scope of such audit” qualification or statement from such accounting firm ) to the effect that such accounting firm believes substantial doubt exists about Blackstone Group’s ability to continue as a going concern, (ii) the unaudited annual condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows as of the end of and for such fiscal year of the combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as fairly presenting, present in all material respects, respects the financial position condition and results of operations of the combined Guarantors AIG and the its consolidated Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” section; 50 (iiiNY) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii);07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc (b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly its unaudited condensed consolidated balance sheet and consolidated statement of financial condition and condensed and consolidated related statements of operationsincome, changes in partnersstockholders’ capital equity and cash flows showing the financial condition of Blackstone Group AIG and its consolidated Subsidiaries as of the end close of and for such fiscal quarter and the then-consolidated results of its operations during such fiscal quarter and the then- elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by a one of its Financial Officer Officers as fairly presenting fairly, in all material respects, respects the financial position condition and results of operations of Blackstone Group AIG and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments, (ii) the quarterly unaudited condensed together with a customary “management discussion and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (iii) a reconciliation prepared by a Financial Officer of the unaudited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii)analysis” section; (c) concurrently within 30 days after the end of the first two fiscal months of each fiscal quarter, AIG’s estimate of its consolidated financial results for the current quarter and the full fiscal year in which such fiscal month occurs, in total and by segment and individual reporting units (i.e., subsegment), together with any delivery comparison to AIG’s budgets of financial statements under comparable information for such periods; (ad) or (b) above, a certificate of a Financial Officer (i) certifying thatwithin 45 days following the end of each fiscal quarter of each fiscal year, an update to the best budget for the then-current fiscal year, an updated corporate outlook report for the following fiscal year (in substantially the same form as the corresponding reports previously provided to the FRBNY pursuant to Section 5.04(e) of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto FRBNY Credit Facility) and (ii) setting forth computations promptly and in reasonable detail any event within five days, notice of any material changes to any of the reports or updated reports referred to in this paragraph (d); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by AIG or any of its Subsidiaries with the SEC, or any Governmental Entity succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to its shareholders generally, as the case may be (except that AIG and its Subsidiaries shall not be obligated to furnish to the UST copies of such materials so long as (i) such materials are publicly available as posted on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) or are on AIG’s website and (ii) AIG has provided the UST with notice that any such materials relating to or reflecting the occurrence of a Material Adverse Regulatory Event or any other event that could reasonably be expected to have a materially adverse impact upon the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Subsidiary of AIG filing such materials or of AIG and its Subsidiaries, taken as a whole, have been so posted); (f) promptly following delivery thereof to the AIG Board, copies of board packages and presentations; 51 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc (g) promptly after the receipt thereof by AIG or any of its Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) as soon as available but not later than 150 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the unaudited Annual Statement of each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, copies of the unaudited Annual Statement of such Insurance Subsidiary, the Annual Statement and a list of all jurisdictions in which the Annual Statement was filed, to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Entity, audited and certified by independent certified public accountants of recognized national standing; (i) as soon as available but not later than 75 days after the close of each of the first three fiscal quarters of each fiscal year of each Insurance Subsidiary of AIG, copies of the Quarterly Statement of such Insurance Subsidiary (if applicable), the Quarterly Statement to be certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the period reflected therein; (j) promptly following the delivery thereof to, or receipt thereof by, AIG or any of its Subsidiaries, any draft or final examination reports, risk- adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any applicable Law by, or any other report with respect to, any Insurance Subsidiary of AIG; (k) within 90 days after the close of each fiscal year of each Insurance Subsidiary of AIG or, if later, 10 days following the date on which the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary (if required to be prepared by the applicable Governmental Entity by applicable Law) is required to be delivered to the applicable Governmental Entity by applicable Law, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each such Insurance Subsidiary which is provided to the applicable Department as to the adequacy of loss reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary; (l) promptly after filing thereof, copies of all annual Form B amendments and all other material amendments to the registration statement of 52 (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc any Insurance Subsidiary of AIG that AIG or such Insurance Subsidiary may file with the applicable Department; (m) prior to the filing thereof, copies of any proposed filing on Form D and any supporting materials that AIG or any of its Insurance Subsidiaries that is a Domestic Subsidiary intends to file with any applicable Department, and copies of any proposed equivalent filing and any supporting materials that AIG or any of its Insurance Subsidiaries that is a Foreign Subsidiary intends to file with any applicable Department; (n) not later than 10:00 a.m., New York City time, on Monday of each week (or more frequently as the UST may request from time to time in its sole discretion) a statement of projected cash receipts and cash disbursements for AIG and its Subsidiaries for each week in the period of 13 weeks commencing with the immediately following week, in a form satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, including reasonably detailed computations of Total Indebtedness and Combined EBITDA; andUST; (do) daily risk assessment profile reports in form satisfactory to the UST; (p) promptly, from time to time, such other information regarding the operationsinformation, business affairs including such additional regular financial, management and financial condition of the Guarantors or the Subsidiaries, or compliance with the terms of any Loan Documentother reports, as the Administrative Agent UST shall request in consultation with AIG to enable the UST to monitor the business, assets, liabilities, operations, condition, results and prospects of AIG and its Subsidiaries, and the regulatory environment in which AIG and its Subsidiaries operate. AIG shall take all steps necessary or requested by the UST to establish (or, if already established, maintain) a reporting regime that satisfies the objective of the preceding sentence; and (q) such other information and notices as UST may reasonably requestrequest from time to time. Notwithstanding the foregoing, reports required to be delivered under paragraphs (h), (i) and (k) above with respect to any Insurance Subsidiary of AIG may be provided as part of a consolidated report for a group of Insurance Subsidiaries of AIG including such Insurance Subsidiary, consistent with AIG’s past practices and in accordance with applicable Laws.

Financial Statements, Reports, etc. Furnish to each Administrative Agent (which will promptly furnish such information to the Administrative Agent:Lenders): (a) within 90 days after the end of each fiscal yearyear (commencing with the first fiscal year ending after the Closing Date), (i) the annual audited a consolidated statement of financial condition balance sheet and related consolidated statements of operationscomprehensive income, changes in partnersstockholders’ capital equity, and cash flows showing the financial position of the Borrower and its Subsidiaries as of the end close of and for such fiscal year and the consolidated results of Blackstone Grouptheir operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, reported upon which consolidated balance sheet and related consolidated statements of comprehensive income, stockholders’ equity, and cash flows shall be accompanied by Deloitte & Touche LLP or another customary management’s discussion and analysis and audited by independent registered public accounting firm accountants of recognized national standing without any “and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit” qualification audit or statement from such accounting firm that such accounting firm believes substantial doubt exists about Blackstone Group’s ability as to continue the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness incurred under or permitted by this Agreement occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (iiit being understood that the delivery by the Borrower of annual reports on Form 10‑K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the unaudited extent such annual condensed reports include the information specified herein and are delivered within the time period specified above); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the first fiscal quarter ending after the Closing Date), a consolidated statement of financial condition balance sheet and condensed and related consolidated statements of comprehensive income and cash flows showing the financial position of the Borrower and its Subsidiaries as of the end close of and for such fiscal year quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the combined Guarantors fiscal year and setting forth in comparative form the Subsidiariescorresponding figures for the corresponding periods of the prior fiscal year, substantially all of which shall be in the form delivered pursuant to the Existing Credit Agreementreasonable detail, which consolidated balance sheet and related consolidated statements of comprehensive income and cash flows shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the combined Guarantors Borrower and the its Subsidiaries on a condensed and consolidated basis in accordance with GAAP and (iii) a reconciliation prepared by a Financial Officer of the audited financial statements referred to in clause (i) to the unaudited financial statements referred to in clause (ii); (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, (i) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of Blackstone Group on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and (subject to year-end audit adjustments, (ii) the quarterly unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of income and cash flows of the combined Loan Parties and the Subsidiaries as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, substantially in the form delivered pursuant to the Existing Credit Agreement, certified by a Financial Officer as presenting fairly, in all material respects, the financial position and results of operations of the combined Guarantors and the Subsidiaries on a condensed and consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to normal year-end audit adjustments and the absence of footnotes) (iii) a reconciliation prepared it being understood that the delivery by a Financial Officer the Borrower of quarterly reports on Form 10-Q of the unaudited financial statements referred to in clause (iBorrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the unaudited financial statements referred to in clause (iiextent such quarterly reports include the information specified herein and are delivered within the time period specified above); (c) concurrently with within ten (10) Business Days of any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying that, to the best that no Event of his Default or her knowledge, no Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) (or since the Closing Date in the case of the first such certificate) or, if such a an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail in a form reasonably satisfactory to the PR Administrative Agent calculating the First Lien Secured Net Leverage Ratio and demonstrating compliance with the Financial CovenantsCovenant (if applicable) and (iii) setting forth the calculation and uses of the Available Amount for the fiscal period then ended if the Borrower shall have used the Available Amount for any purpose during such fiscal period; (d) promptly after the same become publicly available, including reasonably detailed computations copies of Total Indebtedness all periodic and Combined EBITDAother publicly available reports, proxy statements and, to the extent requested by any Administrative Agent, other materials filed by the Borrower or any of the Subsidiaries with the SEC, or distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower or the website of the SEC; (e) [reserved]; (f) [reserved]; and (dg) promptly, from time to time, such other customary information regarding the operations, business affairs and financial condition of the Guarantors Borrower or any of the Subsidiaries, or compliance with the terms of any Loan Document, as the in each case any Administrative Agent may reasonably requestrequest (for itself or on behalf of any Lender). The Borrower acknowledges and agrees that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agents and the Lenders as if the same had been marked “PUBLIC” in accordance with Section 9.17 (unless the Borrower otherwise notifies the Administrative Agents in writing on or prior to delivery thereof).