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

Financial Statements, Reports, etc. The Borrowers shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall With respect to Millennium, furnish to each of the Administrative Agent Lenders: (a) Within 95 days after the end of each Fiscal Year of Millennium, audited financial statements (which shall include a balance sheet and each Lender income statement, as well as statements of stockholders' equity and cash flows) showing the followingfinancial condition and results of operations of Millennium and its Consolidated Subsidiaries as of the end of and for such fiscal year, each in such form and such detail as the Administrative Agent or reported on by independent public accountants of recognized standing acceptable to the Required Lenders shall request:and in a form reasonably acceptable to the Required Lenders. (ib) As soon as available and in no event later than forty-five (45) Within 55 days after the last day end of each calendar quarter (including of the last calendar quarter first three Fiscal Quarters of each Borrowers’ fiscal year)Fiscal Year of Millennium, unaudited financial statements (which shall include a copy balance sheet and income statement, as well as statements of stockholders' equity and cash flow) showing the financial condition and results of operations of Millennium and its Consolidated Subsidiaries as of the Financial Statements end of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to datequarter, certified by the president or chief financial officer of the Borrowers to present Millennium as presenting fairly in all material respects the financial condition, position and results of operations of Millennium and other information reflected therein its Consolidated Subsidiaries and to have as having been prepared in accordance with GAAP (GAAP, subject to normal year-end audit adjustments and adjustments. (c) Promptly after the absence same shall have been filed or furnished as described below, copies of footnotessuch registration statements (other than registration statements on Form S-8 or any similar or successor form), which Financial Statements annual, periodic and other reports and proxy statements, as shall be accompanied filed by a narrative from management Millennium, any Borrower or any Subsidiary with the SEC pursuant to the requirements of the Borrowers which discusses results;Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules promulgated thereunder. (d) Concurrently with (a) and (b) above, a certificate of a Financial Officer of Millennium (i) certifying compliance, as of the dates of the financial statements being furnished at such time and for the periods then ended, with the covenants set forth in Sections 6.01, 6.02 and 6.03, demonstrating, in reasonable detail, compliance with the covenants set forth in Sections 6.11 and 6.12 and setting forth, as of the dates of the financial statements, the computation of Consolidated Net Tangible Assets (as defined in the Indenture), (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as certifying that to the consolidated Financial Statements) by an independent certified public accountants best knowledge of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that Officer no Default or Event of Default or Default has occurred and is continuing, or, if any such Default or an Event of Default or Default has occurred and is continuingoccurred, a statement as to specifying the nature and extent thereof and what any corrective action the Borrowers propose taken or proposed to take be taken with respect thereto, (Biii) sets forthsetting forth any change since the date hereof, for the quarter or year covered by such Financial Statements or as of the last day of date such quarter or year (as a certificate was delivered, in the case may be), the calculation of the financial ratios information set forth on Schedule 3.15 and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to describing any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or GAAP reflected in such financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers statements and not reflected in any financial statements previously delivered and setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement;results thereof. (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xie) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commissionupon receipt, copies of each annual report, proxy or all financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file information concerning Equistar that has been publicly filed by Equistar with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a);another Governmental Authority. (xiif) Promptly after the reasonable request by any Lender through the Administrative AgentPromptly, copies of any from time to time, such other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgageinformation regarding this Agreement, the notices, reports, documents and other information required to be provided under Section 5(B) Loan Documents or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the propertiesaffairs, operations or condition (financial or otherwise) of the Loan PartiesMillennium, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents any Borrower or Subsidiary or Equistar as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders request and the L/C Issuer materials and/or information provided which is susceptible of being obtained, produced or generated by any of them or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain which any of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovethem has knowledge.

Financial Statements, Reports, etc. The Borrowers shall furnish to Until the Administrative Agent Closing, and each Lender the followingthereafter, each in such form and such detail so long as the Administrative Agent Warrant or any Series B Shares are outstanding, Purchaser shall be entitled to receive the Required Lenders shall requestfollowing information: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than within ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the BorrowersCompany, a balance sheet of the budget Company, as of the end of such fiscal year and projected financial the related consolidated statements of income, shareholders' equity and cash flows for the Loan Parties for such fiscal year then ended, prepared in accordance with GAAP and certified by a "Big Five" firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (the "Annual Audited Financial Statements"); (b) within twenty-one (21) days after the end of each accounting month of the Company within each fiscal year, includinga balance sheet of the Company and the related statements of income, shareholders' equity and cash flows, unaudited but prepared in accordance with GAAP and certified by the Chief Financial Officer of the Company, or, if there is no Chief Financial Officer, the Chief Executive Officer, such consolidated balance sheet to be as of the end of such month and such consolidated statements of income, shareholders' equity and cash flows to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each casecase with comparative statements for the prior fiscal year and with respect to the then-applicable budget; (c) at the time of delivery of each financial statement pursuant to Section 5.03(b), projected balance sheets, statements of income and retained earnings and statements of cash flow a certificate executed by the Chief Financial Officer of the Loan PartiesCompany or, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections if there is no Chief Financial Officer, the Chief Executive Officer, stating that such officer has reviewed this Agreement, the terms of the Borrowers’ compliance with each Warrant, and the terms of the covenants set forth Series B Preferred Stock contained in Section 5.03 the Articles of Incorporation and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement terms of the chief financial officer Warrant, or the terms of the Borrowers setting forth Series B Preferred Stock contained in the details Articles of Incorporation or, if such officer has such knowledge, specifying such default and the nature thereof; (viid) As soon as possible within thirty (30) days after the end of each quarter, a quarterly management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (e) no event later than thirty (30) days prior to the start of each fiscal year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company in respect of such fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and, promptly after closingpreparation, written notice any revisions to any of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Partyforegoing; (viiif) As soon as possible promptly following receipt by the Company, each audit response letter, accountant's management letter and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities Company by its independent public accountants in connection with an annual or interim audit of the books of the Company; (g) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and Exchange Commission within inquiries of the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy type described in Section 2.07 involving the requirements for Company that could materially adversely affect the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.Company;

Financial Statements, Reports, etc. The Borrowers Company shall furnish to the Administrative Agent each ----------------------------------- Purchaser which, together with is Affiliates, purchases and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestcontinues to own at least 100,000 Shares: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) within 90 days after the commencement end of each fiscal year of the BorrowersCompany, the budget and projected (i) an audited financial statements statement of the Loan Parties for Company as of the end of such fiscal year, including, in each case, projected balance sheets, ; (ii) the related statements of income income, stockholders' equity and retained earnings cash flows for the fiscal year then ended, prepared in accordance with GAAP and statements certified by a firm of cash flow independent public accountants of recognized national standing selected by the board of directors of the Loan Parties, all Company and acceptable to a majority in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections interest of the Borrowers’ compliance with each Purchasers (the "Annual Financial Statements"); and (iii) any related management letters from such accounting firm. The Annual Financial Statements shall be accompanied by a management report describing the state of the covenants set forth in Section 5.03 of this AgreementCompany's business at year end; (vib) As as soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days 45 days after filing with the Securities and Exchange Commission, copies end of each annual reportmonth in each fiscal year a balance sheet of the Company, proxy or and the related statement of income (with statements of stockholders' equity and cash flows to be provided quarterly), unaudited but prepared in accordance with GAAP (except that such unaudited financial statement or other report or communication sent statements need not contain all of the required footnotes and are subject to normal, recurring non-material year-end adjustments) and certified by the chief financial officer of the Company (the "Monthly Balance Sheet"). The Monthly Balance Sheet should be prepared as of the end of such month with statements of income, stockholders' equity and cash flows for such month and for the period from the beginning of the fiscal year to the stockholders end of Parent or any of its Subsidiariessuch month, in each case with comparative statements for the prior fiscal year and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of most recent 12-month budget delivered by the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders Company pursuant to other provisions of this Section 5.01(a)6.8(c) hereof; (xiic) Promptly after any document relating to the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section affairs of the applicable Vessel MortgageCompany delivered to any shareholders of the Company; and (xivd) Such prompt notice, and in any event within ten (10) business days after notice has been received by the Company, of any material litigation or any adverse claims, dispute or any other instruments, agreements, certificates, opinions, statements, documents and information relating developments which could reasonably be expected to be material to the propertiesoperations, operations assets, or condition (financial or otherwise) properties of the Loan PartiesCompany; provided, and compliance by however, that the Borrowers rights provided in this Section 6.8 to a Purchaser shall terminate with respect to such Purchaser upon the terms earlier of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by a Public Offering or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain when such Purchaser (or its Affiliates) owns less than fifty percent of the Lenders may be “public-side” Lenders Shares, (i.e. Lenders that do not wish to receive non-public information with respect to including the Loan Parties or their securitiesCommon Stock issuable upon conversion thereof) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly purchased by such Purchaser at the Closing; and conspicuously marked “PUBLIC” which, at a minimum, shall mean provided further that the word “PUBLIC” rights provided in this Section 6.8 shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall only be deemed transferable to have authorized the Administrative Agent, the L/C Issuer a transferee that acquires and the Lenders continues to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion own at least 50% of the Platform designated “Public Investor;” and (z) Shares acquired by the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovePurchaser hereunder.

Financial Statements, Reports, etc. The Borrowers Borrower shall furnish to the Administrative Agent and ---------------------------------- Agent, with sufficient copies for each Lender Lender, the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than fortyfifty-five (4555) days after the last day of each calendar quarter (including the last calendar fiscal quarter of each Borrowers’ fiscal year)Borrower, a copy of the Financial Statements of the Loan Parties Borrower and its Subsidiaries (prepared on a consolidated and consolidating basis) for such fiscal quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer or treasurer of the Borrowers Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety one hundred (90100) days after the close of fiscal year 2007 and each fiscal year thereafterof Borrower, (A) copies of the consolidated and consolidating audited Financial Statements of the Loan Parties Borrower and its Subsidiaries (prepared on a consolidated basis) for such fiscal year, audited (as to the consolidated Financial Statements) prepared by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results standing acceptable to Agent and (2B) copies of the unqualified opinions, such accountants covenant compliance calculations and, opinions (or qualified opinions reasonably acceptable to the extent delivered, Required Lenders) and management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPStatements; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a -------------------- compliance certificate of the president or chief financial officer or treasurer of the Borrowers in substantially the form of Exhibit J Borrower (a “"Compliance Certificate”") which (A) states that no Default or Event of Default ---------------------- has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose Borrower proposes to take with respect thereto, ; and (B) sets --- forth, for the four-fiscal quarter period ending on the last day of the fiscal quarter or fiscal year covered by such Financial Statements or as of the last day of such fiscal quarter or fiscal year (as the case may be), the calculation of the financial ratios and tests provided in Section Paragraph 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate;; -------------- (iv) As soon as possible and in no event later than five ten (510) Business Days after any Loan Party officer of Borrower knows of the occurrence or existence of (A) any ERISA Event, Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or suits threatened litigation, suits, claims or disputes against Borrower or any Loan Party of its Subsidiaries involving potential monetary damages payable by any Loan Party Borrower or its Subsidiaries of $25,000,000 3,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, aggregate); (C) any other event or condition which, either individually or in the aggregate, could which is reasonably likely to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, ; the statement of the president or chief financial officer or treasurer of the Borrowers Borrower setting forth details of such event, condition, default, Event of Default condition or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible available and in no event later than five (5) Business Days prior after they are sent, made available or filed, copies of (A) all registration statements and reports filed by Borrower or any of its Subsidiaries with any securities exchange or the Securities and Exchange Commission (including, without limitation, all 10-Q, 10-K and 8-Q reports); and (B) all reports, proxy statements and financial statements sent or made available by Borrower or any of its Subsidiaries to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereofits security holders; (viivi) As soon as possible available and in no event later than thirty fifty-five (3055) days after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vesselfiscal quarter, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than certificate which sets forth the earlier calculation of (A) the Funded Indebtedness/EBITDA Ratio for the consecutive four-fiscal quarter period ending on the last day of each calendar quarter and (B) one (1) Business Day after such quarter, certified by the occurrence chief financial officer or treasurer of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageBorrower; and (xivvii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan PartiesBorrower or its Subsidiaries, and compliance by the Borrowers Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender Agent may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLender: (ia) As as soon as available and in no any event later than forty-five (45) within 110 days after the last day end of each calendar quarter fiscal year, consolidated balance sheets and the related statements of income and cash flows of the Borrower and its Subsidiaries (including the last calendar quarter Borrower and its Subsidiaries being collectively referred to as the "Companies") as of each Borrowers’ the close of such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower's Annual Report on Form 10-K (or any successor form) for such year), a copy all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the Financial Statements of the Loan Parties (prepared on a effect that such consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared of the Companies on a consolidated basis in accordance with GAAP consistently applied; (b) within 65 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ended March 31, 2007), consolidated balance sheets and related statements of income and cash flows of the Companies as of the close of such fiscal quarter and the then elapsed portion of the fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower's Quarterly Report on Form 10-Q (or any successor form) for such quarter), each certified by a Financial Officer as fairly presenting the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsadjustments; (iic) As soon as available and in no event later than ninety concurrently with any delivery of financial statements under paragraph (90a) days after the close or (b) of fiscal year 2007 and each fiscal year thereafterthis Section 5.02, copies a certificate of a Financial Officer of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J ) setting forth reasonably detailed calculations (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take including with respect thereto, (Bto any pro forma effect given to a Material Transaction) sets forth, for the quarter or year covered by such Financial Statements or demonstrating compliance with Section 6.07 as of the last day of the most recent fiscal quarter covered by such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificatestatements; (ivd) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of promptly upon the occurrence mailing or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details filing thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual reportall financial statements, reports and proxy or financial statement or other report or communication sent statements mailed to the stockholders of Parent or any of its SubsidiariesBorrower's public shareholders, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any (other than those on Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose actual or potential adverse developments with respect to the Borrower or any of their respective its Subsidiaries may file that constitute, or could reasonably be anticipated to constitute, a Material Adverse Effect) filed with the Securities and Exchange Commission under Section 13 (or 15(dany successor thereto) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)or any national securities exchange; (xiie) Promptly promptly after (i) the reasonable request by occurrence thereof, notice of any Lender through ERISA Termination Event or "prohibited transaction", as such term is defined in Section 4975 of the Administrative AgentCode, with respect to any Plan that results, or could reasonably be anticipated to result, in a Material Adverse Effect, which notice shall specify the nature thereof and the Borrower's proposed response thereto, and (ii) actual knowledge thereof, copies of any other report notice of PBGC's intention to terminate or other document that was filed by Parent, to have a trustee appointed to administer any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgagePlan; and (xivf) Such promptly, from time to time, such other instrumentsinformation, agreementsregarding its operations, certificatesbusiness affairs and financial condition, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that . (ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent will make available or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Lenders and Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the L/C Issuer materials and/or information provided by or on behalf Borrower shall be required to provide paper copies of the Borrowers hereunder (collectively, “Borrower Materials”compliance certificates required by Section 5.02(c) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent. Except for such compliance certificates, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled have no obligation to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion request the delivery or to maintain copies of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect documents referred to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii)above, and (a)(xi) above in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be deemed solely responsible for requesting delivery to satisfy the requirements for the delivery it or maintaining its copies of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovedocuments.

Financial Statements, Reports, etc. The Borrowers shall Borrower and the Guarantors will maintain, for the Consolidated Group, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) As soon as available and available, but in no any event not later than forty-five (45) 60 days after the last day close of each calendar quarter fiscal quarter, for the Consolidated Group an unaudited quarterly financial statement (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated balance sheet and consolidating basisincome statement) for such quarter (beginning with period and the quarter ending March 31, 2007 and thereafter) and for portion of the fiscal year to datethrough the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the president or Equity Inns’ chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultschief executive officer; (ii) As soon as available, but in any event not later than 60 days after the close of each fiscal quarter, for the Consolidated Group, related reports in form and substance satisfactory to the Lenders, all certified by Equity Inns’ chief financial officer or chief accounting officer, including a statement of Funds From Operations, calculation of the financial covenants described below, a report listing and describing all newly acquired Properties, summary property information for all Properties, and such other information as may be requested to evaluate any other certificates delivered hereunder; (iii) As soon as publicly available and but in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafterdate such reports are to be filed with the Securities Exchange Commission, copies of all Form 10Ks, 10Qs, 8Ks, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information filed with the consolidated Securities Exchange Commission along with all other materials distributed to shareholders and consolidating Financial Statements limited partners by the Borrower or the Guarantors, including a copy of the Loan Parties for Equity Inns annual report containing audited annual financial statements. All such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements annual and quarterly reports shall be accompanied certified by (1) a narrative from management of the chief executive officer and chief financial officer; notwithstanding the foregoing, Borrowers which discusses results and (2) Guarantors shall not be required to provide copies of the unqualified opinions, such accountants covenant compliance calculations and, Form 10Ks and 10Qs to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with same are available at no cost on the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificateinternet; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and but in any event not later than sixty (60) days after the commencement end of each of the first three fiscal quarters, and not later than ninety (90) days after the close of each fiscal year year, reports in form and substance satisfactory to the Lenders, certified by a Qualified Officer, containing a recap of Net Operating Income, less (i) Agreed FF&E Reserves, (ii) real estate taxes and (iii) Ground Lease Expense, as applicable, for each individual Property owned by the Borrower or a Wholly-Owned Subsidiary and included in the Borrowing Base; (v) Not later than sixty (60) days after the end of each of the Borrowersfirst three fiscal quarters, and not later than ninety (90) days after the budget end of the fiscal year, a compliance certificate in substantially the form of Exhibit I hereto (“Compliance Certificate”) signed by the Operating Partnership and projected financial statements by a Qualified Officer, confirming that the Borrower and the Guarantors are in compliance with all of the covenants of the Loan Parties for such fiscal yearDocuments, including, in each case, projected balance sheets, statements of income showing the calculations and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event computations necessary to include projected Capital Expenditures and quarterly projections of the Borrowers’ determine compliance with each the financial covenants contained in this Agreement (including such schedules and backup information as may be necessary to demonstrate such compliance) and stating that to such officer’s best knowledge, there is no other Default or Event of Default exists, or if any Default or Event of Default exists, stating the covenants set forth in Section 5.03 of this Agreementnature and status thereof; (vi) As soon as possible and in no any event later than five (5) within 10 Business Days prior after any member of the Consolidated Group knows that any Reportable Event has occurred with respect to the occurrence of any event or circumstance that would require Plan, a prepayment pursuant to Section 2.06(c)statement, the statement of signed by the chief financial officer of Equity Inns, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such chief financial officer describing the Borrowers setting forth action which the details thereof;Consolidated Group proposes to take with respect thereto; and (b) within 10 Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Consolidated Group in excess of $100,000; and (c) within 10 Business Days of filing, any Form 5500 filed with respect to a Plan by any member of the Consolidated Group which includes a qualified accountant’s opinion. (vii) As soon as possible and in no any event later than thirty within 30 days after receipt, a copy of (30a) after closing, written any notice or claim to the effect that any member of the establishment Consolidated Group is or acquisition may be liable to any Person as a result of the release by a Loan Party such entity or any other Person of any new Subsidiary toxic or hazardous waste or substance into the issuance environment, and (b) any notice alleging any violation of any new Equity Securities federal, state or local environmental, health or safety law or regulation by any member of any existing Loan Partythe Consolidated Group, which, in either case, could be reasonably likely to have a Material Adverse Effect; (viii) As soon as possible and in no event later than fifteen (15) Business Days after Promptly upon the receipt distribution thereof by a Loan Partyto the press or the public, a copy copies of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effectall press releases; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are availablepossible, and in any event within five (5) Business Days 10 days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any material portion of their respective Subsidiaries may file any Borrowing Base Asset, a statement describing such fire, casualty or condemnation and the action Borrower intends to take with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)respect thereto; (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xivx) Such other instrumentsinformation (including, agreementswithout limitation, certificates, opinions, statements, documents and information relating to the properties, operations or condition (non financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that ; and (axi) Within ten (10) Business Days after the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf request of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, a financial statement showing Adjusted EBITDA, Ground Lease Expense, Fixed Charges, and Interest Expense for the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information period of twelve (although it may be sensitive and proprietary12) with respect full months ending immediately prior to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery date of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboverequest.

Financial Statements, Reports, etc. The Borrowers shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 90 days after the last day end of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy (i) its unconsolidated and consolidated balance sheets and related statements of earnings and cash flow, showing the financial condition of the Financial Statements Borrower or the Borrower and the consolidated Subsidiaries, as the case may be, as of the Loan Parties (prepared close of such fiscal year and the results of its operations or of its operations and the operations of such Subsidiaries during such year, as the case may be, all audited by and accompanied by an opinion of Ernst & Young or other independent public accountants of recognized national standing to the effect that such financial statements fairly present the financial condition and results of operations of the Borrower or of the Borrower and the consolidated Subsidiaries on a consolidated and consolidating basis) for such quarter (beginning with , as the quarter ending March 31case may be, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP consistently applied, (ii) a certificate of Ernst & Young or such other accounting firm opining on or certifying such statements (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations), (A) certifying that in the course of the regular audit of the business of the Borrower or the Borrower and its consolidated Subsidiaries, as the case may be, such accounting firm has obtained no knowledge that an Event of Default or Default has occurred and is continuing or, if in the opinion of such accounting firm an Event of Default or Default has occurred and is continuing, specifying the nature and extent thereof and (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.12 through 6.17 and (iii) its consolidating schedules relating to the balance sheets and related statements of earnings delivered pursuant to clause (i) above, certified by a Responsible Officer of the Borrower; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) its unconsolidated and consolidated balance sheets, related statements of earnings and cash flow, and related consolidating schedules (other than with respect to cash flow) showing the financial condition of the Borrower or of the Borrower and the consolidated Subsidiaries, as the case may be, as of the close of such fiscal quarter and the results of its operations or its operations and the operations of such Subsidiaries, as the case may be, during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Borrower or the Borrower and the consolidated Subsidiaries on a consolidated basis, as the case may be, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments, and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president a Responsible Officer opining on or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which certifying such statements, (A) states certifying that no Event of Default or Default has occurred and is continuing or, if such an Event of Default or Default has occurred and is continuing, orspecifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.12 through 6.16 (and stating that such computations have been reviewed by such accounting firm referred to in clause (a)(i) above); (c) as soon as available and in any event within 90 days after the end of each fiscal year, if (i) the Statement of Actuarial Opinion of each Insurance Subsidiary for such fiscal year and as filed with the Applicable Insurance Regulatory Authority and (ii) the Annual Statement of each Insurance Subsidiary for such fiscal year and as filed with the Applicable Insurance Regulatory Authority, together with, in the case of the statements delivered pursuant to clause (ii) above, a certificate of a Responsible Officer of such Insurance Subsidiary or a Responsible Officer of the Borrower, as the case may be, to the effect that such statements present fairly the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary in accordance with SAP; (d) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Quarterly Statement of each Insurance Subsidiary for such Default or Event fiscal quarter and as filed with the Applicable Insurance Regulatory Authority, certified by a Responsible Officer of the Borrower as fairly presenting the statutory assets, liabilities, capital and surplus, results of operations and cash flows of such Insurance Subsidiary; (e) upon the request of the Required Lenders at any time that a Default has occurred and is continuing, a statement as but not more often than once in any fiscal year, an actuarial value report regarding actuarial valuations of Surplus and in force business of each Insurance Subsidiary, prepared by any independent actuarial or accounting firm of nationally recognized standing acceptable to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance CertificateRequired Lenders; (ivf) As soon as possible promptly after delivery to an Insurance Subsidiary, final copies of all regular and in no event later than five (5) Business Days after any Loan Party knows periodic reports of the occurrence reviews or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details examinations of such eventInsurance Subsidiary, condition, default, Event of Default or Default and the action which the Borrowers propose delivered to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices such Insurance Subsidiary by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedApplicable Insurance Regulatory Authority; (vg) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly promptly after the same are become publicly available, copies of all periodic and in any event within five (5) Business Days after filing other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its Subsidiariesshareholders, as the case may be; (h) upon the request of the Administrative Agent, a summary of the Reinsurance Agreements of the Insurance Subsidiaries as in effect on the date of such request, such summary to be substantially in the form of Exhibit G, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies Reinsurance Agreement of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageInsurance Subsidiary; and (xivi) Such promptly, from time to time, such other instrumentsinformation regarding the operations, agreements, certificates, opinions, statements, documents business affairs and information relating to the properties, operations or financial condition (financial or otherwise) of the Loan PartiesBorrower or any Subsidiary, and or compliance by the Borrowers with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge request (it being understood that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive any non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders provided hereunder shall be clearly kept confidential in accordance with sound banking practices and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed in any event subject to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(iSection 9.04(g), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Borrower and the General Partner each shall maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and shall furnish to the Administrative Agent (and each Lender the following, each in such form and such detail as the Administrative Agent or shall thereafter promptly furnish to the Required Lenders shall request:Lenders): (i) As soon as available quarterly financial statements (including a balance sheet, income statement, and cash flow statement) and related reports in no event form and substance satisfactory to the Lenders not later than forty-five (45) days after the last day end of each calendar of the first three fiscal quarters (commencing with the fiscal quarter (including the last calendar quarter of each Borrowers’ fiscal yearending September 30, 2015), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event not later than ninety (90) days after the close end of fiscal year 2007 and each fiscal year thereafter(commencing with the fiscal year ending December 31, copies 2015), annual audited financial statements, audited by an accounting firm as reasonably approved by Administrative Agent (which audit report shall be without a “going concern” or like qualification or exception), provided, however, Administrative Agent shall only have the right to approve such accounting firm if the accounting firm is not a big 4 accounting firm, all certified by the Borrower’s or the General Partner’s, as applicable, chief financial officer, chief accounting officer or controller, calculation of the consolidated financial covenants described below, a description of Unencumbered Assets, a listing of capital expenditures (in the level of detail as currently disclosed in the Borrower’s “Supplemental Information”), a report listing and consolidating Financial Statements of describing all newly acquired Properties, including their cash flow, cost and secured or unsecured Indebtedness assumed in connection with such acquisition, if any, summary Property information for all Properties, including, without limitation, their Property Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be requested to evaluate the Loan Parties for such year, audited quarterly compliance certificate delivered as provided below; (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2ii) copies of all Form 10-Ks, 10-Qs, 8-Ks, and any other public information filed with the unqualified opinionsSecurities Exchange Commission by the Borrower or the General Partner once a quarter simultaneously with delivering the compliance certificate described below, such accountants covenant compliance calculations andalong with any other materials distributed to the shareholders of the General Partner or the partners of the Borrower from time to time, including a copy of the General Partner’s annual report; provided that, to the extent deliveredany of such reports contains information required under the other subsections of this Section 8.2, management letters delivered the information need not be furnished separately under the other subsections; provided, further that the Borrower may comply with this Section 8.2(ii) by posting or causing to be posted, the foregoing information on either the Securities Exchange Commission public website or on the Borrower’s or the General Partner’s public website, so long as the Lenders have access to and are timely referred to any such accountants in connection with all such Financial Statements and prepared in accordance with GAAPwebsite by the Borrower; (iii) Contemporaneously not later than forty-five (45) days after the end of the first three fiscal quarters (commencing with the Financial Statements for each fiscal quarter ending September 30, 2015), and each not later than ninety (90) days after the end of the fiscal year end required (commencing with the fiscal year ending December 31, 2015), a report certified by the foregoing clauses entity’s chief financial officer, chief accounting officer or controller, containing Property Operating Income from individual properties owned by the Borrower or a Wholly-Owned Subsidiary and included as Unencumbered Assets. (iiv) Not later than forty-five (45) days after the end of each of the first three fiscal quarters (commencing with the fiscal quarter ending September 30, 2015), and not later than ninety (ii90) days after the end of the fiscal year (commencing with the fiscal year ending December 31, 2015), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J H hereto signed by the Borrower’s chief financial officer, chief accounting officer or controller confirming that the Borrower is in compliance with all of the covenants of the Loan Documents, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that to such officer’s best knowledge, there is no other Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedstatus thereof; (v) As soon as available, possible and in any event not later than sixty within ten (6010) Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of the Borrower, describing said Reportable Event and within twenty (20) days after such Reportable Event, a statement signed by such chief financial officer describing the commencement action which the Borrower proposes to take with respect thereto; and (b) within ten (10) Business Days of each fiscal year receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Borrower or any member of the BorrowersControlled Group in excess of $100,000; and (c) within ten (10) Business Days of filing, any Form 5500 filed by the budget and projected financial statements Borrower with respect to a Plan, or any member of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this AgreementControlled Group which includes a qualified accountant’s opinion; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than within thirty (30) days after closing, written notice of receipt by the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyBorrower, a copy of (a) any noticenotice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such entity, summonsor any of its Subsidiaries, citations or any other written communications concerning Person of any actual toxic or alleged hazardous waste or substance into the environment, and (b) any notice alleging any violation of any Environmental Lawfederal, applicable maritime laws state or liability local environmental, health or safety law or regulation by the Borrower or any of a Loan Party for Environmental Damages involving potential monetary liability its Subsidiaries or damages payable by any Loan Party of $10,000,000 or more (alone or Investment Affiliates, which, in the aggregate in excess of insurance coverage) or which is either case, could be reasonably expected likely to result in have a Material Adverse Effect; (ixvii) As soon as possible and in no event Not later than ninety (90) days after the earlier end of each fiscal year, a balance sheet and cash flow projection for the current fiscal year based on future plans, expectations and strategies of the Borrower and the General Partner; provided that all of the parties hereto acknowledge and agree that the foregoing shall (A) be based on certain assumptions of the last day of each calendar quarter and Borrower; (B) one only reflect the Borrower’s outlook as of the date that the Borrower delivers the same; and (1C) Business Day after the occurrence not be deemed to be a prediction of any Event results or the actual effect of Default if there has been an acquisition future plans or strategies of the Borrower;[Reserved]; (viii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished; provided, further that the Borrower may comply with this Section 8.2(viii) by posting or having posted the foregoing information on either the Securities Exchange Commission public website or on the Borrower’s or the General Partner’s public website, so long as the Lenders have access to and are timely referred to any Loan Party such website by the Borrower; (ix) Promptly upon the distribution thereof to the press or the public, copies of all press releases; provided, further that the Borrower may comply with this Section 8.2(ix) by posting or having posted the foregoing information on either the Securities Exchange Commission public website or on the Borrower’s or the General Partner’s public website, so long as the Lenders have access to and are timely referred to any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)such website by the Borrower; (x) As soon as possible and in no event later than Promptly upon receipt thereof, notices with respect to the earlier ratings for the Borrower’s or the General Partner’s long-term, senior unsecured debt, the effect of (A) which may be to change the last day of each calendar quarter and (B) one (1) Business Day after Base Rate Applicable Margin and/or the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3)LIBOR Applicable Margin; (xi) Promptly after the same are availableAs soon as possible, and in any event within five ten (510) Business Days days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any material portion of their respective Subsidiaries may file with any Unencumbered Asset, a statement signed by the Securities and Exchange Commission under Section 13 or 15(d) Chief Financial Officer of the Securities Exchange Act of 1934Borrower, as amendeddescribing such fire, casualty or condemnation and not otherwise required the action the Borrower intends to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a);take with respect thereto; and (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and Such other information required to be provided under Section 5(B(including, without limitation, nonfinancial information) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestAgent: (ia) As soon as available and in no event later than forty-five (45) within 110 days after the last day end of each calendar quarter the fiscal year ending December 31, 2020, consolidated balance sheets and the related statements of income and cash flows of the Borrower and its Subsidiaries (including the last calendar quarter Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of each Borrowers’ the close of such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Annual Report on Form 10‑K (or any successor form) for such year), a copy all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the Financial Statements of the Loan Parties (prepared on a effect that such consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared of the Companies on a consolidated basis in accordance with GAAP consistently applied; (b) within 65 days after the end of each of the first three fiscal quarters of each fiscal year, consolidated balance sheets and related statements of income and cash flows of the Companies as of the close of such fiscal quarter and the then elapsed portion of the fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10‑Q (or any successor form) for such quarter), each certified by a Financial Officer as fairly presenting in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsadjustments; (iic) As soon concurrently with any delivery of financial statements under paragraph (a) or (b) of this Section 5.02, a certificate of a Financial Officer of the Borrower certifying as available to whether a Default has occurred that is continuing and, if a Default has occurred that is continuing, specifying the details thereof and in no event later than ninety any action taken or proposed to be taken with respect thereto; (90d) days promptly after the close of fiscal year 2007 and each fiscal year thereaftersame become publicly available, copies of the consolidated all financial statements, reports and consolidating Financial Statements of the Loan Parties for such year, audited (as proxy statements mailed to the consolidated Financial Statements) by an independent certified Borrower’s public accountants of recognized national standingshareholders generally, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, all registration statements (other than those on Form S‑8) and Form 8-K’s (to the extent deliveredthat such Form 8-K’s disclose actual or potential adverse developments with respect to the Borrower or any of its Subsidiaries that constitute, management letters delivered by such accountants in connection or would reasonably be expected to constitute, a Material Adverse Effect) filed with all such Financial Statements and prepared in accordance with GAAPthe SEC or any national securities exchange; (iiie) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses promptly after (i) and (ii)the occurrence thereof, a compliance certificate notice of any ERISA Termination Event or “prohibited transaction,” as such term is defined in Section 4975 of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuingCode, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect theretoto any Plan that results, (B) sets forthor would reasonably be expected to result, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, which notice shall specify (in reasonable detail) the nature thereof and the Borrower’s proposed response thereto, and (ii) actual knowledge thereof, copies of any notice of PBGC’s intention to terminate, or to have a trustee appointed to administer any Plan; (f) promptly following any request therefor from time to time, (x) such other information regarding its operations, business affairs and financial condition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation; and (g) (i) on or before the last Business Day at the end of every 4-week period, commencing with the 4-week period ending November 6, 2020, a Budget and (ii) within 4 Business Days after the last Business Day at the end of every 4-week period, a variance report for any prior 4-week period included in the latest Budget delivered pursuant to Section 4.01(n) or 5.02(g), (A) showing, for each week, actual total net cash receipts and disbursements, (B) noting therein variances on a rolling 4-week and cumulative (from the beginning of the Cases) basis from projected values set forth for such periods in the relevant Budget and (C) providing an explanation for all material variances, certified by a Financial Officer and in form and substance reasonably satisfactory to the Administrative Agent; provided that, for the avoidance of doubt, the existence of any other event variance (whether material or condition whichnot) shall not constitute a Default or an Event of Default. Documents required to be delivered pursuant to Section 5.02(a), either individually (b) or (d) (to the extent any such documents are included in materials otherwise filed with the aggregateSEC) may be delivered electronically and if so delivered, could shall be deemed to have a Material Adverse Effectbeen delivered on the date (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, including (Iii) breach or non-performance ofon which the Borrower posts such documents, or any default under, provides a Contractual Obligation of a Borrower or any Guarantorlink thereto at xxx.xxxxxxxx.xxx; (IIiii) any disputeon which such documents are posted on the Borrower’s behalf on an Internet or intranet website, litigationif any, investigationto which the Administrative Agent has access (whether a commercial, proceeding third-party website or suspension between a whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier, electronic mail or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including such other manner permitted pursuant to any applicable Environmental Laws; (DSection 9.01) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or chief financial officer or treasurer to maintain copies of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence documents referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as availableabove, and in any event not later than sixty shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower represents and warrants that either (60i) days after it and any Subsidiary has no registered or publicly traded securities outstanding, or (ii) it files its financial statements with the commencement SEC and/or makes its financial statements available to potential holders of each fiscal year of the Borrowersits 144A securities. Accordingly, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); Borrower hereby (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through authorizes the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than Agent to make available to Public-Xxxxxx the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required financial statements to be provided under Section 5(B5.02(a) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain above and, unless the Borrower promptly notifies the Administrative Agent otherwise (provided that such documents have been provided to the Borrower and its counsel for review a reasonable period of time prior thereto), the Lenders may Loan Documents, and (y) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be “publicposted to Public-side” Lenders (i.e. Lenders Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not wish to receive constitute material non-public information with respect to any of the Loan Parties Borrower, its Subsidiaries or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean respective securities within the meaning of the federal securities laws or that the word “PUBLIC” Borrower has no outstanding publicly traded securities, including 144A securities. In no event shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled post compliance certificates or budgets to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovePublic-Xxxxxx.

Financial Statements, Reports, etc. The Borrowers Borrower and the General Partner each shall maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) As soon quarterly financial statements (including a balance sheet income statement, and cash flow statement) and related reports in form and substance satisfactory to the Lenders not later than 45 days after the end of each of the first three fiscal quarters, and not later than ninety (90) days after the end of each fiscal year, all certified by Borrower’s chief financial officer or chief accounting officer, including a statement of Funds From Operations for the General Partner, calculation of the financial covenants described below, a description of Unencumbered Assets, a listing of capital expenditures (in the level of detail as available currently disclosed in Borrower’s “Supplemental Information”), a report listing and describing all newly acquired Properties, including their cash flow, cost and secured or unsecured Indebtedness assumed in no event connection with such acquisition, if any, summary Property information for all Properties, including, without limitation, their Property Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be requested to evaluate the quarterly compliance certificate delivered as provided below; (ii) copies of all Form 10-Ks, 10-Qs, 8-Ks, and any other public information filed with the Securities Exchange Commission by Borrower or the General Partner once a quarter simultaneously with delivering the compliance certificate described below, along with any other materials distributed to the shareholders of the General Partner or the partners of the Borrower from time to time, including a copy of the General Partner’s annual report. To the extent any of such reports contains information required under the other subsections of this Section 8.2, the information need not be furnished separately under the other subsections; (iii) not later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy end of the Financial Statements of the Loan Parties (prepared on a consolidated first three fiscal quarters, and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event not later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies end of the consolidated fiscal year, a report certified by the entity’s chief financial officer or chief accounting officer, containing Property Operating Income from individual properties owned by the Borrower or a Wholly-Owned Subsidiary and consolidating Financial Statements included as Unencumbered Assets. (iv) Not later than forty-five (45) days after the end of each of the Loan Parties for such yearfirst three fiscal quarters, audited and not later than ninety (as to 90) days after the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management end of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii)fiscal year, a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J H hereto signed by the Borrower’s chief financial officer or chief accounting officer confirming that Borrower is in compliance with all of the covenants of the Loan Documents, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that to such officer’s best knowledge, there is no other Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedstatus thereof; (v) As soon as available, possible and in any event not later than sixty (60) within 10 Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of Borrower, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such chief financial officer describing the commencement action which Borrower proposes to take with respect thereto; and (b) within 10 Business Days of each fiscal year receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to Borrower or any member of the BorrowersControlled Group in excess of $100,000; and (c) within 10 Business Days of filing, the budget and projected financial statements any Form 5500 filed by Borrower with respect to a Plan, or any member of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement;Controlled Group which includes a qualified accountant’s opinion. (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), within 30 days after receipt by the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyBorrower, a copy of (a) any noticenotice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such entity, summonsor any of its Subsidiaries, citations or any other written communications concerning Person of any actual toxic or alleged hazardous waste or substance into the environment, and (b) any notice alleging any violation of any Environmental Lawfederal, applicable maritime laws state or liability local environmental, health or safety law or regulation by the Borrower or any of a Loan Party for Environmental Damages involving potential monetary liability its Subsidiaries or damages payable by any Loan Party of $10,000,000 or more (alone or Investment Affiliates, which, in the aggregate in excess of insurance coverage) or which is either case, could be reasonably expected likely to result in have a Material Adverse Effect; (vii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished; (viii) Promptly upon the distribution thereof to the press or the public, copies of all press releases; (ix) As soon as possible and in no event later than Promptly upon receipt thereof, notices with respect to the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vesselratings for Borrower’s or General Partner’s long-term, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2);senior unsecured debt. (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are availablepossible, and in any event within five (5) Business Days 10 days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies material portion of any other report Unencumbered Asset, a statement signed by the Chief Financial Officer of Borrower, describing such fire, casualty or other document that was filed by Parent, any condemnation and the action Borrower or any of their respective Subsidiaries, intends to take with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgagerespect thereto; and (xivxi) Such other instrumentsinformation (including, agreementswithout limitation, certificates, opinions, statements, documents and information relating to the properties, operations or condition (non-financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall Borrower and the Guarantors will maintain, for the Consolidated Group, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) as soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Consolidated Group an unaudited quarterly financial statement (including a balance sheet and income statement) for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by Equity Inns' chief financial officer or chief accounting officer; (ii) As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Consolidated Group, related reports in form and substance satisfactory to the Lenders, all certified by Equity Inns' chief financial officer or chief accounting officer, including a statement of Funds From Operations, calculation of the financial covenants described below, a summary listing of capital expenditures, a report listing and describing all newly acquired Properties, including their cash flow, cost and secured Indebtedness, if any, summary property information for all Properties, and such other information as may be requested to evaluate any other certificates delivered hereunder; (iii) As soon as publicly available and but in no event later than the date such reports are to be filed with the Securities Exchange Commission, copies of all Form 10Ks, 10Qs, 8Ks, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information filed with the Securities Exchange Commission along with all other materials distributed to shareholders and limited partners by the Borrower or the Guarantors, including a copy of the Equity Inns annual report; (iv) As soon as available, but in any event not later than 90 days after the close of each fiscal year, reports in form and substance satisfactory to the Lenders, certified by Equity Inns' chief financial officer or chief accounting officer containing Property Operating Income and hotel operating statements from the operators under the Permitted Operating Leases for each individual Property owned by the Borrower or a Wholly-Owned Subsidiary and included as Unencumbered Assets, provided that the Borrower and the Guarantors shall in no event be obligated to furnish any such hotel operating statement any earlier than five (5) Business Days after the Borrower's receipt thereof from the applicable operator; (v) Not later than forty-five (45) days after the last day end of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated first three fiscal quarters, and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event not later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies end of the consolidated and consolidating Financial Statements of the Loan Parties for such fiscal year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J H hereto signed by the Operating Partnership and Equity Inns' chief financial officer or chief accounting officer confirming that the Borrower and the Guarantors are in compliance with all of the covenants of the Loan Documents, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that to such officer=s best knowledge, there is no other Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreementstatus thereof; (vi) As soon as possible and in no any event later than five (5) within 10 Business Days prior after any member of the Consolidated Group knows that any Reportable Event has occurred with respect to the occurrence of any event or circumstance that would require Plan, a prepayment pursuant to Section 2.06(c)statement, the statement of signed by the chief financial officer of Equity Inns, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such chief financial officer describing the Borrowers setting forth action which the details thereof;Consolidated Group proposes to take with respect thereto; and (b) within 10 Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Consolidated Group in excess of $100,000; and (c) within 10 Business Days of filing, any Form 5500 filed with respect to a Plan by any member of the Consolidated Group which includes a qualified accountant's opinion. (vii) As soon as possible and in no any event later than thirty within 30 days after receipt, a copy of (30a) after closing, written any notice or claim to the effect that any member of the establishment Consolidated Group is or acquisition may be liable to any Person as a result of the release by a Loan Party such entity or any other Person of any new Subsidiary toxic or hazardous waste or substance into the issuance environment, and (b) any notice alleging any violation of any new Equity Securities federal, state or local environmental, health or safety law or regulation by any member of any existing Loan Partythe Consolidated Group, which, in either case, could be reasonably likely to have a Material Adverse Effect; (viii) As soon as possible and in no event later than fifteen (15) Business Days after Promptly upon the receipt distribution thereof by a Loan Partyto the press or the public, a copy copies of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effectall press releases; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are availablepossible, and in any event within five (5) Business Days 10 days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any material portion of their respective Subsidiaries may file any Unencumbered Asset, a statement describing such fire, casualty or condemnation and the action Borrower intends to take with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)respect thereto; (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xivx) Such other instrumentsinformation (including, agreementswithout limitation, certificates, opinions, statements, documents and information relating to the properties, operations or condition (non-financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that ; and (axi) Within ten (10) Business Days after the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf request of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, a financial statement showing Adjusted EBITDA, Ground Lease Expense, Fixed Charges and Interest Expense for the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information period of twelve (although it may be sensitive and proprietary12) with respect full months ending immediately prior to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery date of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboverequest.

Financial Statements, Reports, etc. The Borrowers Borrower shall maintain, for itself and each entity in the Consolidated Group, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) as soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Consolidated Group an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Consolidated Group for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the corresponding figures for the previous year, all certified by a Qualified Officer of the General Partner; (ii) As soon as available, but in any event not later than 45 days after the close of each fiscal quarter, for the Consolidated Group, related reports in form and substance satisfactory to the Lenders, all certified by a Qualified Officer of the General Partner, including updates of SCHEDULES 6.1, 6.25 and 6.26 of this Agreement, a statement of Funds From Operations, a description of Unencumbered Assets, a listing of capital expenditures (in the level of detail as currently disclosed in Borrower's "Supplemental Information"), a report listing and describing all newly formed or acquired Subsidiaries and all newly acquired Properties, including their cost and Indebtedness assumed in connection with such acquisition, if any, summary information for all Property, including, without limitation, occupancy rates (including Leased Space), square footage, property type, date acquired or built, Gross Revenues, Property Operating Income, operating expenses, capital expenditures, the status of development, and such other information as may be requested (including, without limitation, operating statements) to evaluate the quarterly compliance certificate delivered as provided below; (iii) As soon as available and but in no event later than the fifth Business Day after the date such reports are to be filed with the Securities Exchange Commission, copies of any Forms 10K, 10Q, 8K, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information which the Consolidated Group files with the Securities Exchange Commission or other governmental authority, and to the extent any of such reports contains information furnished under other subsections of this SECTION 8.2, the information need not be separately furnished; (iv) As soon as available, but in any event not later than 90 days after the close of each fiscal year of the Consolidated Group, a consolidated and, if available, consolidating balance sheet of the Consolidated Group as of the end of that fiscal year and related consolidated and, if available, consolidating statements of income, retained earnings, cash flows and shareholders' equity for that fiscal year, in each case with accompanying notes and schedules, prepared in accordance with GAAP and audited by a firm of independent certified public accountants of recognized standing selected by Borrower and acceptable to the Agent, which accountants shall have issued an unqualified audit report thereon; (v) As soon as available, but in any event not later than 90 days after the close of each fiscal year of the Consolidated Group, reports in form and substance reasonably satisfactory to the Lenders, certified by a Qualified Officer of the General Partner containing Property Operating Income for each individual Property; (vi) Within thirty (30) days after the beginning of each fiscal year of Consolidated Group, a projection in reasonable detail and in form and substance satisfactory to the Agent, on an annual basis, of the assets, liabilities, cash flow and earnings of the Consolidated Group for that fiscal year and the following fiscal year; (vii) As soon as available, but in any event not later than three Business Days after receipt thereof by any entity in the Consolidated Group, all quarterly financial statements, operating reports and other financial and operating information regarding Investment Affiliates and/or Property owned by any Investment Affiliate; (viii) As soon as available, but in any event not later than 120 days after the close of each fiscal year of each Investment Affiliate, a balance sheet of such Investment Affiliate as of the end of that fiscal year and related statements of income, retained earnings, cash flow and shareholders' equity for that fiscal year, with accompanying notes and schedules, prepared in accordance with GAAP and in a form acceptable to Agent; (ix) Not later than forty-five (45) days after the last day end of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated first three fiscal quarters, and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event not later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies end of the consolidated and consolidating Financial Statements of the Loan Parties for such fiscal year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J EXHIBIT F hereto signed by a Qualified Officer of the General Partner confirming that the Borrower is in compliance with all of the covenants of the Loan Documents, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that no Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details status thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no any event later than within 10 Business Days after any Reportable Event has occurred with respect to any Plan, a statement, signed by a Qualified Officer of the earlier of (A) General Partner, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such officer describing the last day of each calendar quarter action which Borrower proposes to take with respect thereto; and (Bb) one within 10 Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to Borrower or any member of the Controlled Group in excess of $100,000; and (1c) within 10 Business Day after Days of filing, any Form 5500 filed by Borrower with respect to a Plan, or any member of the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, Controlled Group which includes a written supplement to Schedule 4.01(h)(3);qualified accountant's opinion. (xi) Promptly after the same are available, As soon as possible and in any event within five 10 days after receipt by the Borrower, a copy of (5a) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy any notice or financial statement or other report or communication sent claim to the stockholders effect that any entity in the Consolidated Group or Investment Affiliate is or may be liable to any Person as a result of Parent the release by such entity, or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and copies (b) any notice alleging any violation of all annualany federal, regularstate or local environmental, periodic and special reports and registration statements which Parent, any health or safety law or regulation by the Borrower or any of their respective its Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934Investment Affiliates, as amendedwhich, and not otherwise required in either case, could be reasonably likely to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)have a Material Adverse Effect; (xii) Promptly after upon the reasonable request by any Lender through furnishing thereof to the Administrative Agentshareholders of the Borrower, copies of any other report or other document all financial statements, reports, notices and proxy statements so furnished, provided that was filed by Parent, any Borrower or to the extent any of their respective Subsidiariessuch information has been furnished under other subsections of this SECTION 8.2, with any Governmental Agencysuch information need not be separately furnished; (xiii) As soon as possible possible, and in no any event later than within 10 days after the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and Borrower knows of any fire or other information required to be provided under Section 5(B) casualty or any other section pending or threatened condemnation or eminent domain proceeding with respect to all or any material portion of any of the applicable Vessel MortgageProperty, a statement signed by a Qualified Officer of General Partner, describing such fire, casualty or condemnation and the action Borrower intends to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, opinions, statements, supplements to the foregoing documents and other information relating to the properties(including, operations or condition (without limitation, non-financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Borrower shall furnish to the Administrative Agent and each Lender (for distribution to the Lenders) the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar fiscal quarter (including commencing with the last calendar fiscal quarter of each Borrowers’ fiscal yearending March 31, 2021), a copy copies of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such fiscal quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, which Financial Statements shall be accompanied by a management discussion and analysis from management of Holdings, certified by the president president, chief executive officer, chief operating officer or chief financial officer of the Borrowers Holdings to present fairly in all material respects the financial condition, results of operations operations, cash flows and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter(commencing with the fiscal year ending December 31, 2021), copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) and prepared, but unaudited as to consolidating statement of operations and balance sheet, by an independent certified public accountants of recognized national standingstanding or otherwise reasonably acceptable to Administrative Agent, which Financial Statements shall be accompanied by (1) a narrative management discussion and analysis from management of the Borrowers which discusses results Holdings and (2) copies of the unqualified opinions, opinion of such accountants covenant compliance calculations and, to the extent delivereddelivered to a Loan Party, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each fiscal quarter and each fiscal year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president president, chief executive officer, chief operating officer or chief financial officer of the Borrowers Borrower in substantially the form of Exhibit J I (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty ninety (6090) days after the commencement of each fiscal year of (commencing with the Borrowers2022 fiscal year), the budget and projected financial statements of the Loan Parties for such fiscal yearyear (detailed on a quarterly basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (viv) As soon as possible and in no event later than five (5) Business Days prior to after any Loan Party knows of the occurrence or existence of (A) any event ERISA Event, (B) any actual or circumstance that would require threatened in writing litigation, suits, claims, disputes or investigations against any Loan Party involving stated claims against any Loan Party in excess of $5,000,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a prepayment Material Adverse Effect, (C) any other Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Loan Party; (II) any dispute, litigation, investigation, proceeding or suspension between a Loan Party and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Loan Party, including pursuant to Section 2.06(c)any applicable Environmental Laws; or (D) any Default or default under any Subordinated Obligations, the a statement of the chief financial officer a Responsible Officer of the Borrowers Borrower setting forth details of such event, condition, Default or default and the details thereofaction which the Borrower or other applicable Loan Party proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(v) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (viivi) As soon as possible Promptly and in no event later than thirty ten (3010) Business Days after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Partythe Borrower, a Domestic Subsidiary or a First-Tier Foreign Subsidiary, written notice of such event; (viiivii) As soon as possible and in no event later than fifteen five (155) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual actual, alleged in writing or alleged threatened in writing material violation of any Environmental Law, applicable maritime laws or any material liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse EffectDamages; (ixviii) As soon as possible and in no event later than the earlier of fifteen (A) the last day of each calendar quarter and (B) one (115) Business Day Days after the occurrence of any Event of Default if there has been an acquisition by any Loan Party knows of any ownership interest the termination of a Material Contract (other than expiry in any vesselaccordance with the terms of such Material Contract), a written supplement notice of such event that identifies the applicable Material Contract and describes the circumstances related to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)such termination; (xix) As soon as possible Promptly and in no event later than the earlier of ten (A) the last day of each calendar quarter and (B) one (110) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly Days after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its SubsidiariesHoldings, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower Holdings may file or any of their respective Subsidiaries may be required to file with the Securities and Exchange Commission SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amendedor with any national securities exchange, and in any case not otherwise required to be delivered to the Lenders Administrative Agent pursuant hereto; documents required to be delivered pursuant to other provisions of this Section 5.01(a5.01(a)(ix) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto or other direction as to where such information is posted (provided, that Holdings gives written notice to the Administrative Agent of such posting on such date, which notice may be receipt of an automatically generated email link that the Administrative Agent may subscribe to (and available at: xxxx://xx.x-xxx.xxx/); or (ii) on which such documents are posted on Holdings’ behalf on an Internet or intranet website, if any, to which the Administrative Agent and Lenders have access; provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent upon request; (xiiI) Promptly after following any change that would result in a change to the reasonable request by any status of the Borrower as an excluded “Legal Entity Customer” under the Beneficial Ownership Regulation, the Borrower shall execute and deliver to each Lender through a Certification of Beneficial Owner(s) complying with the Administrative AgentBeneficial Ownership Rule, copies of any other report or other document that was filed by Parentin form and substance reasonably acceptable to such Lender and (II) thereafter, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible promptly and in no event later than five (5) Business Days after any such change or request, as applicable, (A) notify the due date set forth Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the applicable Loan Party qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the applicable Vessel Mortgageinformation provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the notices, reports, documents applicable Loan Party ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and other information required to be provided under Section 5(B(B) if reasonably requested by the Administrative Agent or any other section Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the applicable Vessel MortgageBeneficial Ownership Regulation; and (xivxi) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the propertiesProperties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that Financial information required to be delivered pursuant to Section 5.01(a)(i) and Section 5.01(a)(ii) (a) the Administrative Agent will make available in each case, solely to the Lenders and extent such financial information is included in materials filed with the L/C Issuer materials and/or information provided by SEC or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently posted on the first page thereofrelevant website, (xas the case may be) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized been delivered to the Administrative Agent on the date on which such information has been posted on Holdings’ behalf on SyndTrak Online (or another relevant website identified by the Borrower to the Administrative Agent and reasonably acceptable to the Administrative Agent, ) or is available via the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion XXXXX system of the Platform designated “Public Investor;” and SEC on the Internet; provided that in each case the Borrower shall (zi) notify the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The posting of any such information, which notice may be receipt of an automatically generated email link that the Administrative Agent may subscribe to (and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(iavailable at: xxxx://xx.x-xxx.xxx/), (a)(iiii) to the extent such information is in lieu of information required to be provided under Section 5.01(a)(ii), the Borrower separately delivers to the Administrative Agent a report of independent certified public accountants of national recognized standing or otherwise reasonably acceptable to the Administrative Agent in accordance with Section 5.01(a)(ii), and (a)(xiiii) above deliver paper copies of any such documents to the Administrative Agent if the Administrative Agent requests. Each Lender shall be deemed to satisfy the requirements solely responsible for the timely accessing posted documents or requesting delivery of paper copies of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovedocuments from the Administrative Agent.

Financial Statements, Reports, etc. The Borrowers Borrower shall furnish to the Administrative Agent and for each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall request:reasonably request (copies of which Agent shall promptly deliver to each Lender): (i) As soon as available and in no event later than forty-five fifty (4550) days after the last day of each calendar quarter (including the last calendar fiscal quarter of each Borrowers’ fiscal year)Borrower, a copy of the Financial Statements of the Loan Parties Borrower and its Subsidiaries (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief executive officer, president, chief financial officer or treasurer of the Borrowers Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety one hundred (90100) days after the close of fiscal year 2007 and each fiscal year thereafterof Borrower, (A) copies of the consolidated and consolidating audited Financial Statements of the Loan Parties Borrower and its Subsidiaries (prepared on a consolidated basis) for such year, audited (as to the consolidated Financial Statements) prepared by an independent certified public accountants of recognized national standingstanding acceptable to Agent, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2B) copies of the unqualified opinions, such accountants covenant compliance calculations and, opinions (or qualified opinions reasonably acceptable to the extent delivered, Agent) and management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPStatements; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate (the "Compliance Certificate") of the president or chief executive officer, president, chief financial officer or treasurer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) Borrower which (A) states that no Default or Event of Default and no Default has occurred and is continuing, or, if any such Event of Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose Borrower proposes to take with respect thereto, and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03Subparagraph 5.02(l) and, and (C) sets forth information and computations related to Sections 5.01(i)if applicable, 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions the calculation of the Credit Documents required to be included Applicable Margins, Commitment Fee percentages and LC Usage Fee percentages for such quarter determined in such Compliance Certificateaccordance with the Pricing Grid; (iv) As soon as possible and in no event later than ten (10) Business Days after the date of promulgation thereof by S&P and/or Moodx'x, xxtice of any change in Borrower's Debt Rating; (v) As soon as possible and in no event later than five (5) Business Days after any Loan Party officer of Borrower knows of the occurrence or existence of (A) any ERISA Event, Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or suits threatened litigation which has a reasonable likelihood of leading to actual litigation, suits, claims or disputes against Borrower or any Loan Party of its Subsidiaries involving potential monetary damages payable by any Loan Party Borrower or its Subsidiaries of $25,000,000 10,000,000 or more (alone and/or $20,000,000 or more in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, aggregate; (C) any other event or condition which, either individually or in the aggregate, could which is reasonably likely to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Default or Event of Default or any default under any Subordinated Obligations, Default; the statement of the president or chief financial officer or treasurer of the Borrowers Borrower setting forth details of such event, condition, default, Default or Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible available and in no event later than five (5) Business Days prior after they are sent, made available or filed, copies of (A) all registration statements and reports filed by Borrower or any of its Subsidiaries with any securities exchange or the Securities and Exchange Commission (including, without limitation, all 10-Q, 10-K and 8-K reports); (B) all reports, proxy statements and financial statements sent or made available by Borrower or any of its Subsidiaries to its security holders; and (C) all press releases and other similar public statements concerning any material developments in the business of Borrower or any of its Subsidiaries made available by Borrower or any of its Subsidiaries to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereofpublic generally; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition Contemporaneously with any Investment by a Loan Party Borrower consisting of any new Subsidiary purchase or the issuance other acquisition of any new Equity Securities or Indebtedness of any existing Loan Party; (viii) As soon as possible and other Person or any capital contribution to or any other investment in no event later than fifteen (15) Business Days after the receipt thereof by any other Person having a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate value in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel$60,000,000, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than pro forma Compliance Certificate certified by the earlier chief executive officer, president, chief financial officer or treasurer of (A) Borrower which sets forth the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) calculation of the Securities Exchange Act of 1934, as amended, financial ratios and not otherwise required tests provided in Subparagraph 5.02(l) after giving effect to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgagesuch Investment; and (xivviii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan PartiesBorrower or its Subsidiaries, and compliance by the Borrowers Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender Agent may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall Borrower and the Guarantors will maintain, for the Consolidated Group, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) As as soon as available and available, but in no any event not later than forty-five (45) days after the last day close of each calendar quarter fiscal quarter, for the Consolidated Group an unaudited quarterly financial statement (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated balance sheet and consolidating basisincome statement) for such quarter (beginning with period and the quarter ending March 31, 2007 and thereafter) and for portion of the fiscal year to datethrough the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the president or Equity Inns' chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsor chief accounting officer; (ii) As soon as available, but in any event not later than forty-five (45) days after the close of each fiscal quarter, for the Consolidated Group, related reports in form and substance satisfactory to the Lenders, all certified by Equity Inns' chief financial officer or chief accounting officer, including a statement of Funds From Operations, calculation of the financial covenants described below, a summary listing of capital expenditures, a report listing and describing all newly acquired Properties, including their cash flow, cost and secured Indebtedness, if any, summary property information for all Properties, and such other information as may be requested to evaluate any other certificates delivered hereunder; (iii) As soon as publicly available and but in no event later than the date such reports are to be filed with the Securities Exchange Commission, copies of all Form 10Ks, 10Qs, 8Ks, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information filed with the Securities Exchange Commission along with all other materials distributed to shareholders and limited partners by the Borrower or the Guarantors, including a copy of the Equity Inns annual report; (iv) As soon as available, but in any event not later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as reports in form and substance satisfactory to the consolidated Financial Statements) Lenders, certified by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or Equity Inns' chief financial officer of or chief accounting officer containing Property Operating Income and hotel operating statements from the Borrowers in substantially operators under the form of Exhibit J (Permitted Operating Leases for each individual Property owned by the Borrower or a “Compliance Certificate”) which (A) states Wholly-Owned Subsidiary and included as Unencumbered Assets, provided that no Default or Event of Default has occurred the Borrower and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and Guarantors shall in no event later be obligated to furnish any such hotel operating statement any earlier than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by Borrower's receipt thereof from the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedoperator; (v) As soon as available, and in any event not Not later than sixty forty-five (6045) days after the commencement end of each fiscal year of the Borrowersfirst three (3) fiscal quarters, and not later than ninety (90) days after the budget end of the fiscal year, a compliance certificate in substantially the form of Exhibit H hereto signed by the Operating Partnership and projected Equity Inns' chief financial statements officer or chief accounting officer confirming that the Borrower and the Guarantors are in compliance with all of the covenants of the Loan Parties for such fiscal yearDocuments, including, in each case, projected balance sheets, statements of income showing the calculations and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event computations necessary to include projected Capital Expenditures and quarterly projections of the Borrowers’ determine compliance with each the financial covenants contained in this Agreement (including such schedules and backup information as may be necessary to demonstrate such compliance) and stating that to such officer's best knowledge, there is no other Default or Event of Default exists, or if any Default or Event of Default exists, stating the covenants set forth in Section 5.03 of this Agreementnature and status thereof; (vi) As soon as possible and in no any event later than five within ten (510) Business Days prior after any member of the Consolidated Group knows that any Reportable Event has occurred with respect to the occurrence of any event or circumstance that would require Plan, a prepayment pursuant to Section 2.06(c)statement, the statement of signed by the chief financial officer of Equity Inns, describing said Reportable Event and within twenty (20) days after such Reportable Event, a statement signed by such chief financial officer describing the Borrowers setting forth action which the details thereof;Consolidated Group proposes to take with respect thereto; and (b) within ten (10) Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Consolidated Group in excess of $100,000; and (c) within ten (10) Business Days of filing, any Form 5500 filed with respect to a Plan by any member of the Consolidated Group which includes a qualified accountant's opinion. (vii) As soon as possible and in no any event later than within thirty (30) days after closingreceipt, written a copy of (a) any notice or claim to the effect that any member of the establishment Consolidated Group is or acquisition may be liable to any Person as a result of the release by a Loan Party such entity or any other Person of any new Subsidiary toxic or hazardous waste or substance into the issuance environment, and (b) any notice alleging any violation of any new Equity Securities federal, state or local environmental, health or safety law or regulation by any member of any existing Loan Partythe Consolidated Group, which, in either case, could be reasonably likely to have a Material Adverse Effect; (viii) As soon as possible and in no event later than fifteen (15) Business Days after Promptly upon the receipt distribution thereof by a Loan Partyto the press or the public, a copy copies of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effectall press releases; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are availablepossible, and in any event within five ten (510) Business Days days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies material portion of any other report Unencumbered Asset, a statement describing such fire, casualty or other document that was filed by Parent, any condemnation and the action Borrower or any of their respective Subsidiaries, intends to take with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgagerespect thereto; and (xivx) Such other instrumentsinformation (including, agreementswithout limitation, certificates, opinions, statements, documents and information relating to the properties, operations or condition (non-financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Company shall furnish ---------------------------------- to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestPurchaser: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than within ninety (90) days after the close end of fiscal year 2007 and each fiscal year thereafter, copies of the Company a consolidated and consolidating Financial Statements balance sheet of the Loan Parties Company and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for such yearthe fiscal year then ended, audited (as to the consolidated Financial Statements) prepared in accordance with generally accepted accounting principles and certified by an a firm of independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied standing selected by the Board of Directors of the Company; (1b) within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year) a narrative from management consolidated balance sheet of the Borrowers which discusses results Company and (2) copies its subsidiaries and the related consolidated statements of the unqualified opinionsincome, such accountants covenant compliance calculations andstockholders' equity and cash flows, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and unaudited but prepared in accordance with GAAPgenerally accepted accounting principles 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, stockholders' equity and cash flows 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, provided that the Company's obligations under this Section 5.01(b) shall terminate upon the completion of a firm commitment underwritten public offering of the Company's securities; (iiic) Contemporaneously with at the Financial Statements for time of delivery of each quarter and each year end required by the foregoing clauses (i) and (iiannual financial statement pursuant to Section 5.01(a), a compliance certificate executed by the Chief Financial Officer of the president or chief financial Company stating that such officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of caused this Agreement and the Series B Convertible Preferred Stock to be reviewed and has no knowledge of any other provisions default by the Company in the performance or observance of any of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedthe Series B Convertible Preferred Stock or, if such officer has such knowledge, specifying such default and the nature thereof; (vd) As soon as availableat the time of delivery of each monthly statement pursuant to Section 5.01(b), a management narrative report explaining all significant variances from forecasts and all significant current developments in any event not staffing, marketing, sales and operations; (e) no later than sixty (60) days after prior to the commencement start of each fiscal year year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all itemized in reasonable detail and in prepared on a monthly basis, and, promptly after preparation, any event revisions to include projected Capital Expenditures and quarterly projections any of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreementforegoing; (vif) As soon as possible promptly following receipt by the Company, each audit response letter, accountant's management letter and in no event later than five (5) Business Days prior other written report submitted to the occurrence of any event Company by its independent public accountants in connection with an annual or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement interim audit of the chief financial officer books of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent Company or any of its Subsidiariessubsidiaries; (g) promptly after the commencement thereof, and copies notice of all annualactions, regularsuits, periodic claims, proceedings, investigations and special reports and registration statements which Parent, any Borrower inquiries of the type described in Section 2.07 that could materially adversely affect the Company or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)its subsidiaries; (xiih) Promptly after promptly upon sending, making available or filing the reasonable request by any Lender through same, all press releases, reports and financial statements that the Administrative Agent, copies of any other report Company sends or other document that was filed by Parent, any Borrower makes available to its stockholders or any of their respective Subsidiaries, directors or files with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageCommission; and (xivi) Such other instrumentspromptly, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) time, such other information regarding the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by business, prospects, financial condition, operations, property or on behalf affairs of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms Company and (b) certain of the Lenders its subsidiaries as such Purchaser reasonably may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboverequest.

Financial Statements, Reports, etc. The Borrowers Borrower and Guarantors shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLender: (ia) As soon as available and in no event Not later than forty-forty five (45) days after the last day end of each calendar quarter quarter, financial statements (including a balance sheet and the last calendar quarter related statements of each Borrowers’ fiscal year), a copy income and cash flows) and operating reports of the Financial Statements of the Loan Parties (prepared on a consolidated Borrower and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been Guarantors prepared in accordance with GAAP (subject or other comprehensive basis of accounting acceptable to normal the Lender) for the period beginning on the first day of such calendar quarter and ending on the last day of such period, together with statements in comparative form for the corresponding period in the preceding fiscal year-end audit adjustments , such reports to be certified by an authorized representative of the Borrower and the absence respective Guarantor. (b) Together with the financial statements required by subsection (a) above, a certificate of footnotes), which Financial Statements shall be accompanied by a narrative from management an authorized representative of the Borrowers which discusses results; Borrower stating that, except as disclosed in such certificate, (ii1) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements default exists under any of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management Documents or under any instrument evidencing or securing any other indebtedness or contingent liability of the Borrowers which discusses results Borrower, and (2) copies no event has occurred and is continuing which, with notice or lapse of time or both, would constitute an event of default under any of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate Loan Documents or under any instrument evidencing or securing any other indebtedness or contingent liability of the president Borrower. If any such event of default exists or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default any such event has occurred and is continuing, or, if any such Default or Event certificate shall contain a description of Default has occurred and is continuing, a statement as to the nature thereof and what action extent thereof. (i) Not later than fifteen (15) days after the Borrowers propose to take end of each calendar quarter certification by Borrower of compliance with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, Minimum Cash Equity requirement and (Cii) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(dnot later than thirty (30) and 5.02(e) days after the end of this Agreement and any other provisions each calendar quarter certification by Guarantors of compliance with the Credit Documents required to be included in such Compliance Certificate;Net Worth requirement. (ivd) As soon as possible and in no event Not later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) business days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative AgentBorrower, copies of any other report or other document that was filed by Parentcorrespondence, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reportsagreements, documents and other information required to be provided under Section 5(B) or any other section of documents or instruments affecting the applicable Vessel Mortgage; andProperty. (xive) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to regarding the properties, Property or the financial condition or operations or condition (financial or otherwise) of the Loan PartiesBorrower, and compliance by the Borrowers with Guarantors, or the terms of this Agreement and the other Credit Documents Property as the Administrative Agent, the Security Trustee or any Lender may shall reasonably request from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovetime.

Financial Statements, Reports, etc. The Borrowers Borrower and the General Partner each shall maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and shall furnish to the Administrative Agent (and each Lender the following, each in such form and such detail as the Administrative Agent or shall thereafter promptly furnish to the Required Lenders shall request:Lenders): (i) As soon as available quarterly financial statements (including a balance sheet income statement, and cash flow statement) and related reports in no event form and substance satisfactory to the Lenders not later than forty-five (45) days after the last day end of each calendar of the first three fiscal quarters (commencing with the fiscal quarter (including the last calendar quarter of each Borrowers’ fiscal yearending June 30, 2021), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event not later than ninety (90) days after the close end of fiscal year 2007 and each fiscal year thereafter(commencing with the fiscal year ending December 31, copies 2021), annual audited financial statements, audited by an accounting firm as reasonably approved by Administrative Agent (which audit report shall be without a “going concern” or like qualification or exception), provided, however, Administrative Agent shall only have the right to approve such accounting firm if the accounting firm is not a big 4 accounting firm, all certified by the Borrower’s or the General Partner’s, as applicable, chief financial officer, chief accounting officer or controller, calculation of the consolidated financial covenants described below, a description of Unencumbered Assets, a listing of capital expenditures (in the level of detail as currently disclosed in the Borrower’s “Supplemental Information”), a report listing and consolidating Financial Statements of describing all newly acquired Properties, including their cash flow, cost and secured or unsecured Indebtedness assumed in connection with such acquisition, if any, summary Property information for all Properties, including, without limitation, their Property Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be requested to evaluate the Loan Parties for such year, audited quarterly compliance certificate delivered as provided below; (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2ii) copies of all Form 10-Ks, 10-Qs, 8-Ks, and any other public information filed with the unqualified opinionsSecurities Exchange Commission by the Borrower or the General Partner once a quarter simultaneously with delivering the compliance certificate described below, such accountants covenant compliance calculations andalong with any other materials distributed to the shareholders of the General Partner or the partners of the Borrower from time to time, including a copy of the General Partner’s annual report; provided that, to the extent deliveredany of such reports contains information required under the other subsections of this Section 8.2, management letters delivered the information need not be furnished separately under the other subsections; provided, further that the Borrower may comply with this Section 8.2(ii) by posting or causing to be posted, the foregoing information on either the Securities Exchange Commission public website or on the Borrower’s or the General Partner’s public website, so long as the Lenders have access to and are timely referred to any such accountants in connection with all such Financial Statements and prepared in accordance with GAAPwebsite by the Borrower; (iii) Contemporaneously not later than forty-five (45) days after the end of the first three fiscal quarters (commencing with the Financial Statements for each fiscal quarter ending June 30, 2021), and each not later than ninety (90) days after the end of the fiscal year end required (commencing with the fiscal year ending December 31, 2021), a report certified by the foregoing clauses entity’s chief financial officer, chief accounting officer or controller, containing Property Operating Income from individual properties owned by the Borrower or a Wholly-Owned Subsidiary and included as Unencumbered Assets; (iiv) Not later than forty-five (45) days after the end of each of the first three fiscal quarters (commencing with the fiscal quarter ending June 30, 2021), and not later than ninety (ii90) days after the end of the fiscal year (commencing with the fiscal year ending December 31, 2021), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J H hereto signed by the Borrower’s chief financial officer, chief accounting officer or controller confirming that the Borrower is in compliance with all of the covenants of the Loan Documents, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that to such officer’s best knowledge, there is no other Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedstatus thereof; (v) As soon as available, possible and in any event not later than sixty within ten (6010) Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of the Borrower, 77 describing said Reportable Event and within twenty (20) days after such Reportable Event, a statement signed by such chief financial officer describing the commencement action which the Borrower proposes to take with respect thereto; and (b) within ten (10) Business Days of each fiscal year receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Borrower or any member of the BorrowersControlled Group in excess of $100,000; and (c) within ten (10) Business Days of filing, any Form 5500 filed by the budget and projected financial statements Borrower with respect to a Plan, or any member of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this AgreementControlled Group which includes a qualified accountant’s opinion; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than within thirty (30) days after closing, written notice of receipt by the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyBorrower, a copy of (a) any noticenotice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such entity, summonsor any of its Subsidiaries, citations or any other written communications concerning Person of any actual toxic or alleged hazardous waste or substance into the environment, and (b) any notice alleging any violation of any Environmental Lawfederal, applicable maritime laws state or liability local environmental, health or safety law or regulation by the Borrower or any of a Loan Party for Environmental Damages involving potential monetary liability its Subsidiaries or damages payable by any Loan Party of $10,000,000 or more (alone or Investment Affiliates, which, in the aggregate in excess of insurance coverage) or which is either case, could be reasonably expected likely to result in have a Material Adverse Effect; (vii) [Reserved]; (viii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished; provided, further, that the Borrower may comply with this Section 8.2(viii) by posting or having posted the foregoing information on either the Securities Exchange Commission public website or on the Borrower’s or the General Partner’s public website, so long as the Lenders have access to and are timely referred to any such website by the Borrower; (ix) As soon Promptly upon the distribution thereof to the press or the public, copies of all press releases; provided, further, that the Borrower may comply with this Section 8.2(ix) by posting or having posted the foregoing information on either the Securities Exchange Commission public website or on the Borrower’s or the General Partner’s public website, so long as possible the Lenders have access to and in no event later than are timely referred to any such website by the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)Borrower; (x) As soon as possible and in no event later than Promptly upon receipt thereof, notices with respect to the earlier ratings for the Borrower’s or the General Partner’s long-term, senior unsecured debt, the effect of (A) which may be to change the last day of each calendar quarter and (B) one (1) Business Day after Base Rate Applicable Margin, the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3)Adjusted Daily Simple SOFR Applicable Margin and/or the LIBORTerm SOFR Applicable Margin; (xi) Promptly after the same are availableAs soon as possible, and in any event within five ten (510) Business Days days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any material portion of their respective Subsidiaries may file with any Unencumbered Asset, a statement signed by the Securities and Exchange Commission under Section 13 or 15(d) Chief Financial Officer of the Securities Exchange Act of 1934Borrower, as amendeddescribing such fire, casualty or condemnation and not otherwise required the action the Borrower intends to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a);take with respect thereto; and (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and Such other information required to be provided under Section 5(B(including, without limitation, non-financial information) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) , including, promptly upon the reasonable request of the Administrative Agent will make available or any Lender, to the Lenders and Administrative Agent or directly to such Lender, as the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectivelycase may be, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available any information or not material information (although documentation requested by it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of complying with the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboveBeneficial Ownership Regulation.

Financial Statements, Reports, etc. The Borrowers shall furnish Deliver to the Administrative Agent and (for delivery to each Lender the followingLender, each in such form and such detail as which delivery shall be made promptly by the Administrative Agent or after receipt from the Required Lenders shall request:Borrower): (ia) As soon as available and in with respect to the fiscal year ending December 31, 2006 no event later than forty-five the later to occur of (45x) the date which is 30 days after the last day 2006 10Q Delivery Date (as defined in Section 5.01(b)) and (y) the date specified by the United States Securities and Exchange Commission for the filing of annual reports on Form 10K and within 110 days after the end of each calendar quarter subsequent fiscal year (including the last calendar quarter of or, with respect to each Borrowers’ such subsequent fiscal year, such shorter period as the United States Securities and Exchange Commission may specify for the filing of annual reports on Form 10K), a copy consolidated balance sheets and related consolidated statements of income and consolidated cash flows for the Financial Statements Domestic Entities and the Global Entities, showing the financial condition of the Loan Parties (prepared such entities on a consolidated and consolidating basis) for basis as of the close of such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year and the results of their respective operations during such year, the consolidated statements of the Global Entities to datebe audited by Ernst & Young LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants with respect to the financial statements and arising out of the scope of the audit (which opinion shall not be qualified in any material respect other than a going concern qualification as a result of the Cases or as a result of the Maturity Date falling less than one year from the date of such financial statements), all such consolidated financial statements to be certified by the president or chief financial officer a Financial Officer of the Borrowers Borrower to the effect that such financial statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared of the Domestic Entities or the Global Entities, as the case may be, on a consolidated basis in accordance with GAAP GAAP; (b) within 60 days after the end of each of the first three fiscal quarters (or such shorter period as the United States Securities and Exchange Commission may specify for the filing of quarterly reports on Form 10-Q) (but with respect to the fiscal quarter ending September 30, 2006, no later than 165 days after the end of such fiscal quarter (the date of such delivery being the “2006 10Q Delivery Date”)), the consolidated balance sheets and related consolidated statements of income and consolidated cash flows of the Domestic Entities and the Global Entities, showing the financial condition of such entities on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Domestic Entities and the Global Entities, as the case may be, on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (iic) As as soon as available and practicable, but in no event later than ninety (90) 30 days after the close end of fiscal year 2007 and each fiscal year month of the Borrower thereafter, copies (i) monthly unaudited consolidated balance sheets of the Domestic Entities and the Global Entities and related consolidated statements of income and consolidating consolidated cash flows of such entities for the prior fiscal month (in the case of Domestic Entities, in a form consistent with the form provided to the Original Lenders prior to the Closing Date), each certified by a Financial Statements Officer of the Loan Parties for such year, audited Borrower and (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1ii) a narrative from management monthly report, consistent with the form required to be filed with the Bankruptcy Court, detailing professional fees and expenses that have been billed and paid or billed but unpaid to date and the accumulated “hold-back” of the Borrowers which discusses results professional fees and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, expenses to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPdate; (iiid) Contemporaneously commencing with the Financial Statements for each quarter and each year end required by first fiscal month following the foregoing clauses Closing Date, as soon as practicable, but (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five 30 days after the end of each fiscal month of the Borrower, monthly financial projections and variance reports of the Domestic Entities and the Global Entities for the period from the date of such projections through the Termination Date in a form consistent with the form of projections provided to the Administrative Agent prior to the Closing Date, such projections to be updated and delivered to the Administrative Agent (5x) no later than March 31, 2007, and (y) at such other times as such projections are updated by the Borrower and (ii) in no event later than 10 Business Days after any Loan Party knows the end of each fiscal month of the occurrence Borrower, a statement of projected cash receipts and cash disbursements for the Domestic Entities for each week in the period of thirteen continuous weeks commencing with the immediately following week, in a form consistent with the form provided to the Administrative Agent prior to the Closing Date, and in each case of new or existence updated projections furnished pursuant to clause (i) and any statements of projected cash receipts and cash disbursements pursuant to clause (Aii), certified by a Financial Officer of the Borrower (it being understood that such certification in respect of projections shall be consistent with the representation and warranty as to projections in Section 3.03); (e) concurrently with any ERISA Eventdelivery of financial statements under clauses (a), (Bb) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more and (alone or in the aggregate in excess of insurance coveragec) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default underabove, a Contractual Obligation certificate of a the Financial Officer of the Borrower or any Guarantor; certifying such statements (IIi) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, certifying that no Event of Default or any default under any Subordinated Obligationsevent which upon notice or lapse of time or both would constitute an Event of Default has occurred, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of or, if such event, condition, default, an Event of Default or Default event has occurred, specifying the nature and the extent thereof and any corrective action which the Borrowers propose taken or proposed to take be taken with respect thereto, or thereto and (Eii) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of computations in reasonable detail satisfactory to the occurrence referred to therein and stating what action Administrative Agent demonstrating compliance with the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedSection 6.04; (vf) As as soon as availablepossible, and in any event not when the Borrower’s and the Guarantor’s statement of financial affairs and schedules of assets and liabilities are required to be filed with the Bankruptcy Court (but no later than sixty (60) 45 days after the commencement of each fiscal year of Closing Date or such later date to which the Borrowers, Bankruptcy Court extends the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details filing thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar fiscal quarter (including other than the last calendar fiscal quarter of each Borrowers’ the Borrower’s fiscal year), a copy copies of the Financial Statements of the Loan Parties Borrower (prepared on a consolidated and consolidating basis) for such fiscal quarter (beginning with the fiscal quarter ending March 31September 30, 2007 2011 and thereafter) and for the fiscal year to date, each certified by the president president, chief executive officer, chief operating officer or chief financial officer of the Borrowers Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements and balance sheets and statements of income shall be accompanied by a narrative (as set forth in the related Form 10-Q) from management of the Borrowers Borrower which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 2011 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties Borrower for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standingstanding acceptable to the Administrative Agent, which Financial Statements shall be accompanied by (1) a narrative (as set forth in the related Form 10-K) from management of the Borrowers Borrower which discusses results and (2B) copies of the unqualified opinions, such accountants covenant compliance calculations opinions and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each fiscal quarter and each fiscal year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president president, chief executive officer, chief operating officer or chief financial officer of the Borrowers Borrower in substantially the form of Exhibit J H (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate;. (iv) As soon as possible and in no event later than five ten (510) Business Days after any Loan Party Responsible Officer knows of the occurrence or existence of (A) any uninsured ERISA Event, (B) any actual litigation or suits threatened litigation, suits, claims, disputes or investigations against any Loan Party involving potential uninsured monetary damages payable by any Loan Party of $25,000,000 2,000,000 or more (alone or in the aggregate in excess of insurance coverageaggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a the Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a the Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any material litigation or proceeding affecting a the Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; or (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies (not required by GAAP) of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers Borrower setting forth details of the occurrence referred to therein and stating what action the Borrowers have Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with reasonable particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty ninety (6090) days after the commencement of each fiscal year of the BorrowersBorrower, the budget and projected financial statements Financial Statements of the Loan Parties Borrower for such fiscal yearyear and each of the two fiscal years following such fiscal year (detailed on a quarterly basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and with assumptions and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; provided, that failure by the Loan Parties to meet such projections shall not be deemed to be a breach of this Agreement or any of the other Credit Documents; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereofReserved; (vii) As soon as possible and in no event later than thirty three (303) after closingdays prior thereto, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan PartyParty or the establishment of any new Related Professional Corporation; (viii) As soon as possible and in no event later than fifteen ten (1510) Business Days after the receipt thereof by a Loan PartyResponsible Officer, a copy of any notice, summons, citations or other written communications concerning any actual actual, alleged, suspected or alleged threatened violation of any material Environmental Law, applicable maritime laws or any material liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse EffectDamages; (ix) As soon as possible and in no event later than three (3) days prior to the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold interest requiring aggregate annual lease payments in excess of $300,000 or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.4.01

Financial Statements, Reports, etc. The Borrowers Such Borrower ----------------------------------- shall furnish to the Administrative Agent, the Collateral Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (ia) As soon as available within 120 days after the end of the 1999 fiscal year of such Borrower and within ninety (90) days after the end of each subsequent fiscal year of such Borrower, an annual audited consolidated financial statement of the Guarantor, including consolidating statements showing the separate results of the Borrowers, consisting of the balance sheets and statements of operations, income, stockholders' equity and cash flows, for such fiscal year, prepared in no event later than accordance with GAAP, which consolidated financial statements and other above described financial information shall have been audited by a nationally recognized independent certified public accounting firm satisfactory to the Administrative Agent, and accompanied by such independent certified public accounting firm's unqualified opinion; (b) within forty-five (45) days after the last day end of each calendar month and each fiscal quarter (including during each fiscal year of the last calendar quarter Guarantor, consolidated unaudited balance sheets and statements of operations for the Guarantor, and consolidating statements showing the separate results of the Borrowers as of the end of each Borrowers’ such month or fiscal year)quarter, a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31as applicable, 2007 and thereafter) and for the then elapsed portion of the fiscal year to dateyear; (c) concurrently with (a) and (b) above, a certificate of the Guarantor's independent certified by public accountant or the president or Guarantor's chief financial officer of officer, as applicable, to the Borrowers effect that the financial statements referred to in clause (a) or (b) above, present fairly in all material respects the financial condition, position and results of operations of the Guarantor and other information reflected therein the Borrowers and to have as having been prepared in accordance with GAAP (consistently applied, in each case subject to normal year-year end audit adjustments and except for the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsstatements referred to in clause (a) above; (iid) As soon as available concurrently with (a) above, and any statements delivered pursuant to (b) above in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies respect of the consolidated month of March and consolidating Financial Statements the period ending March 31, the month of June and the period ending June 30 or the month of September and the period ending September 30, a Periodic Reporting Certificate of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Guarantor setting forth the calculations contemplated in Article VII hereof, the number of Completed Systems and certifying as to the ----------- fact that such Person has examined the provisions of this Agreement and that no Event of Default or any Default, shall have occurred and be continuing or if such an event has occurred, a statement explaining its nature and extent and setting forth the steps the Borrowers propose to take to cure or prevent any Event of Default; (e) prior to February 15 of each year for such year, an operating budget of the Guarantors and the Borrowers, showing projected consolidated and consolidating revenues, expenses and a projected balance sheet on a month-by- month basis in substantially reasonable detail, prepared by the Guarantor and the Borrowers and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, a draft of Exhibit J such operating budget to be delivered to the Administrative Agent and the Lenders as soon as available, and in any event December 1, of the preceding year for approval by the Administrative Agent and the Lenders, which approval shall be automatically deemed to have occurred with respect to such draft operating budget if the Administrative Agent and the Lenders fail to comment on such draft operating budget within 31 days of receipt thereof; (a “Compliance Certificate”f) all material agreements or licenses affecting the Governmental Approvals of any Borrower or any System promptly after any execution, or material amendment thereto; (g) promptly upon their becoming available, copies of any periodic or special documents, statements or other information filed by any Borrower with the FCC, PUC or other Governmental Authority in connection with the construction and/or operation of any System or with respect to the transactions contemplated by any of the Loan Documents, and copies of any material notices and other material communications from the FCC, PUC or from any other Governmental Authority; (h) immediately upon any officer of any Borrower obtaining knowledge of any condition or event (i) which either constitutes an Event of Default or a Default, (Aii) states which renders any representation, covenant or warranty contained herein materially false or misleading, or (iii) which would result in any financial results for any fiscal year to materially deviate from the financial results projected for such fiscal year in the Milestone Plan or the financial projections described in clause (e) above, a certificate signed by an authorized officer of such Borrower specifying in reasonable detail the nature and period of existence thereof and what corrective action such Borrower has taken or proposes to take with respect thereto; (i) within forty-five (45) days after the end of each fiscal year of such Borrower, a certificate signed by an authorized officer of such Borrower (x) setting forth all the Leased Real Property, Easements, licenses, rights of way and other similar interests in real property acquired by such Borrower in the preceding year and (y) confirming that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (ivj) As soon as possible and in no event later than five evidence of insurance complying with Section 5.04; ------------ (5k) Business Days after any Loan Party knows following the written request of the occurrence or existence of (A) any ERISA EventAdministrative Agent, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty forty-five (6045) days after the commencement end of each fiscal year month, reports on accounts receivable and accounts payable of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, Borrower in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable such detail and in any event to include projected Capital Expenditures and quarterly projections of format as may be reasonably requested by the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this AgreementAdministrative Agent; (vil) As soon as possible promptly upon the filing thereof, copies of all registration statements and in no event later than five (5) Business Days prior to the occurrence of any event annual, quarterly, monthly or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary other regular reports which such Borrower or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyGuarantor files, a copy of any noticeif at all, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xivm) Such promptly from time to time such other instrumentsinformation regarding the operations (including, agreementswithout limitation, certificatesconstruction budgeting and System completion), opinions, statements, documents business affairs and information relating to the properties, operations or condition (financial or otherwise) of such Borrower or the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents Guarantor as the Administrative Agent, Agent or the Security Trustee or any Lender Collateral Agent may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Company shall ---------------------------------- furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestPurchaser: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than within ninety (90) days after the close end of fiscal year 2007 and each fiscal year thereafter, copies of the Company a consolidated and consolidating Financial Statements balance sheet of the Loan Parties Company and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for such yearthe fiscal year then ended, audited (as to the consolidated Financial Statements) prepared in accordance with generally accepted accounting principles and certified by an a firm of independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied standing selected by the Board of Directors of the Company; (1b) within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year) a narrative from management consolidated balance sheet of the Borrowers which discusses results Company and (2) copies its subsidiaries and the related consolidated statements of the unqualified opinionsincome, such accountants covenant compliance calculations andstockholders' equity and cash flows, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and unaudited but prepared in accordance with GAAPgenerally accepted accounting principles 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, stockholders' equity and cash flows 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, provided that the Company's obligations under this Section 5.01(b) shall terminate upon the completion of a firm commitment underwritten public offering of the Company's securities; (iiic) Contemporaneously with at the Financial Statements for time of delivery of each quarter and each year end required by the foregoing clauses (i) and (iiannual financial statement pursuant to Section 5.01(a), a compliance certificate executed by the Chief Financial Officer of the president or chief financial Company stating that such officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of caused this Agreement and the Series A Convertible Preferred Stock to be reviewed and has no knowledge of any other provisions default by the Company in the performance or observance of any of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedthe Series A Convertible Preferred Stock or, if such officer has such knowledge, specifying such default and the nature thereof; (vd) As soon as availableat the time of delivery of each monthly statement pursuant to Section 5.01(b), a management narrative report explaining all significant variances from forecasts and all significant current developments in any event not staffing, marketing, sales and operations; (e) no later than sixty (60) days after prior to the commencement start of each fiscal year year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all itemized in reasonable detail and in prepared on a monthly basis, and, promptly after preparation, any event revisions to include projected Capital Expenditures and quarterly projections any of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreementforegoing; (vif) As soon as possible promptly following receipt by the Company, each audit response letter, accountant's management letter and in no event later than five (5) Business Days prior other written report submitted to the occurrence of any event Company by its independent public accountants in connection with an annual or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement interim audit of the chief financial officer books of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent Company or any of its Subsidiariessubsidiaries; (g) promptly after the commencement thereof, and copies notice of all annualactions, regularsuits, periodic claims, proceedings, investigations and special reports and registration statements which Parent, any Borrower inquiries of the type described in Section 2.07 that could materially adversely affect the Company or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)its subsidiaries; (xiih) Promptly after promptly upon sending, making available or filing the reasonable request by any Lender through same, all press releases, reports and financial statements that the Administrative Agent, copies of any other report Company sends or other document that was filed by Parent, any Borrower makes available to its stockholders or any of their respective Subsidiaries, directors or files with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageCommission; and (xivi) Such other instrumentspromptly, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) time, such other information regarding the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by business, prospects, financial condition, operations, property or on behalf affairs of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms Company and (b) certain of the Lenders its subsidiaries as such Purchaser reasonably may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboverequest.

Financial Statements, Reports, etc. The Borrowers Each Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five sixty (4560) days after the last day of each calendar quarter (including the last calendar fiscal quarter of each Borrowers’ fiscal year)NSE, a copy of the Financial Statements of the Loan Parties NSE and its Subsidiaries (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer or treasurer of the Borrowers NSE to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety one hundred, twenty (90120) days after the close of fiscal year 2007 and each fiscal year thereafterof NSE, (A) copies of the audited Financial Statements of NSE and its Subsidiaries (prepared on a consolidated and consolidating Financial Statements of the Loan Parties basis) for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standingstanding reasonably acceptable to Agent, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2B) copies of the unqualified opinions, such accountants covenant compliance calculations opinions (or qualified opinions reasonably acceptable to Agent) and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared (C) if available from such accountants, certificates of such accountants to Agent stating that in accordance with GAAPmaking the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer or treasurer of the Borrowers in substantially the form of Exhibit J each Borrower (a “"Compliance Certificate”") which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, thereto and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in Paragraph 5.03 for such Compliance CertificateBorrower; (iv) As soon as available and in no event later than sixty (60) days after the last day of the last fiscal quarter in each fiscal year of NSE, a certificate of the chief financial officer or treasurer of NSE which sets forth the calculation of NSE's Debt/EBITDA Ratio for such year; (v) As soon as possible and in no event later than five (5) Business Days after any Loan Party officer of such Borrower knows of the occurrence or existence of (A) any ERISA Event, Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or suits threatened litigation, suits, claims or disputes against either Borrower or any Loan Party of its Subsidiaries involving potential monetary damages payable by any Loan Party either Borrower or its Subsidiaries of $25,000,000 10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, aggregate); (C) any other event or condition which, either individually or in the aggregate, could which is reasonably likely to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, ; the statement of the president or chief financial officer or treasurer of the Borrowers such Borrower setting forth details of such event, condition, default, Event of Default condition or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and such Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible available and in no event later than five (5) Business Days prior after they are sent, made available or filed, copies of (A) all registration statements and reports filed by NSE or any of its Subsidiaries with the United States Securities and Exchange Commission (including, without limitation, all 10-Q, 10-K and 8-Q reports); (B) all reports, proxy statements and financial statements sent or made available by NSE or any of its Subsidiaries to its security holders; and (C) all press releases and other similar public announcements concerning any material developments in the business of either Borrower or any of its Subsidiaries made available by either Borrower or any of its Subsidiaries to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereofpublic generally; (vii) As soon as possible available and in no event later than thirty (30) days after closingthe first day of each fiscal year of each Borrower, written notice the consolidated plan and forecast of such Borrower and its Subsidiaries for such fiscal year, including quarterly cash flow projections and quarterly projections of such Borrower's compliance with each of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Partycovenants set forth in Paragraph 5.03; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) sixty (60) days after the last day of each calendar fiscal quarter, written notice of any new Subsidiary acquired or established by NSE during such quarter, any new Equity Securities of any existing Subsidiary acquired by NSE during such quarter or any other change in the information set forth in Schedule 4.01(o) during such quarter and (B) one hundred, twenty (1120) Business Day days after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence fiscal year, written notice of any Event Subsidiary of Default if there NSE that has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, become a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageMaterial Subsidiary during such year; and (xivix) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Partiessuch Borrower or its Subsidiaries, and compliance by the Borrowers such Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender Agent may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall furnish (a) Deliver to the Administrative Agent and each Lender the following(or cause to be delivered to Lender), each in such form and such detail as reasonably satisfactory to Lender, unless delivery and/or the Administrative Agent or the Required Lenders shall requesttiming of delivery is waived by Lender: (i) As soon as available and in but no event later than forty-five sixty (4560) days after the last day close of each calendar quarter (including the last calendar quarter first, second and third quarterly periods of each Borrowers’ its fiscal year), a copy of the Financial Statements of the Loan Parties quarterly (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments to-date) financial statements of and the absence of footnotes), which Financial Statements shall be accompanied prepared by Borrower to include a narrative from management of the Borrowers which discusses resultsbalance sheet and an income and expense statement; (ii) As soon as available and in but no event later than ninety one hundred twenty (90120) days after the close of each applicable fiscal year 2007 and each fiscal year thereafteryear, copies audited financial statements of Borrower including a statement of equity, a balance sheet as of the consolidated and consolidating Financial Statements close of the Loan Parties for such year, audited (as to the consolidated Financial Statements) an income and expense statement, reconciliation of capital accounts and a statement of cash flows, all prepared in accordance with GAAP and certified by an independent certified public accountants accountant selected by the Person whose financial statements are being prepared and satisfactory to Lender. Such certificate shall not be qualified or limited because of recognized national standing, which Financial Statements shall be accompanied restricted or limited examination by (1) a narrative from management such accountant of any material portion of the Borrowers which discusses results and (2) copies records of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPapplicable Person; (iii) Contemporaneously On the tenth day of each month, with respect to the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii)preceding month, a compliance certificate of report with respect to the president or chief financial officer of the Borrowers Project substantially in substantially the form of Exhibit J P hereto. (iv) Within thirty (30) days after Completion of the Project, "as built" maps indicating the locations related to each Easement, Permit, Collation Agreement, Inter-Connection Agreement, and Pole and Conduit Use Agreement. (v) Such other statement or statements, list of property and accounts, budgets, forecasts or reports relating to the Project, as Lender may reasonably request from time to time and that can be provided without unreasonable cost to or effort on the part of Borrower. (b) Each time the financial statements are delivered under subsections (i) or (ii) of Section 5.2(a), a “Compliance Certificate”) certificate signed by the natural person who is a senior financial officer of Borrower shall be delivered along with such financial statements, certifying that such officer has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and that such review has not, to the best of such officer's knowledge, disclosed the existence of any event or condition which (A) states that no Default or constitutes an Event of Default has occurred and is continuingor a Default hereunder or under any Credit Document applicable to Borrower, or, or if any such Default event or Event of Default has occurred and is continuingcondition existed or exists, a statement as to the nature thereof and what action the Borrowers propose corrective actions that Borrower has taken or proposes to take with respect thereto, (B) sets forth, for and also certifying that the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided Borrower is in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) compliance with all applicable provisions of this Agreement and or any other provisions of the Credit Documents required Document applicable to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which reliefBorrower or, if grantedsuch is not the case, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in stating the aggregate, could have a Material Adverse Effect, including (I) breach or nature of such non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default compliance and the action corrective actions which the Borrowers propose to take with respect thereto, Borrower has taken or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLender: (ia) As as soon as available and in no any event later than forty-five (45) within 110 days after the last day end of each calendar quarter fiscal year, consolidated balance sheets and the related statements of income and cash flows of the Borrower and its Subsidiaries (including the last calendar quarter Borrower and its Subsidiaries being collectively referred to as the "Companies") as of each Borrowers’ the close of such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower's Annual Report on Form 10-K (or any successor form) for such year), a copy all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the Financial Statements of the Loan Parties (prepared on a effect that such consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared of the Companies on a consolidated basis in accordance with GAAP consistently applied; (b) within 65 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ended September 30, 2004), consolidated balance sheets and related statements of income and cash flows of the Companies as of the close of such fiscal quarter and the then elapsed portion of the fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower's Quarterly Report on Form 10-Q (or any successor form) for such quarter), each certified by a Financial Officer as fairly presenting the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsadjustments; (iic) As soon as available and in no event later than ninety concurrently with any delivery of financial statements under paragraph (90a) days after the close or (b) of fiscal year 2007 and each fiscal year thereafterthis Section, copies a certificate of a Financial Officer of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J ) setting forth reasonably detailed calculations (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take including with respect thereto, (Bto any pro forma effect given to a Material Transaction) sets forth, for the quarter or year covered by such Financial Statements or demonstrating compliance with Section 6.07 as of the last day of the most recent fiscal quarter covered by such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificatestatements; (ivd) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of promptly upon the occurrence mailing or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details filing thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual reportall financial statements, reports and proxy or financial statement or other report or communication sent statements mailed to the stockholders of Parent or any of its SubsidiariesBorrower's public shareholders, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any (other than those on Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose actual or potential adverse developments with respect to the Borrower or any of their respective its Subsidiaries may file that constitute, or could reasonably be anticipated to constitute, a Material Adverse Effect) filed with the Securities and Exchange Commission under Section 13 (or 15(dany successor thereto) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)or any national securities exchange; (xiie) Promptly promptly after (i) the reasonable request by occurrence thereof, notice of any Lender through ERISA Termination Event or "prohibited transaction", as such term is defined in Section 4975 of the Administrative AgentCode, with respect to any Plan that results, or could reasonably be anticipated to result, in a Material Adverse Effect, which notice shall specify the nature thereof and the Borrower's proposed response thereto, and (ii) actual knowledge thereof, copies of any other report notice of PBGC's intention to terminate or other document that was filed by Parent, to have a trustee appointed to administer any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgagePlan; and (xivf) Such promptly, from time to time, such other instrumentsinformation, agreementsregarding its operations, certificatesbusiness affairs and financial condition, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that . (ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent will make available or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Lenders and Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the L/C Issuer materials and/or information provided by or on behalf Borrower shall be required to provide paper copies of the Borrowers hereunder (collectively, “Borrower Materials”compliance certificates required by Section 5.02(c) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent. Except for such compliance certificates, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled have no obligation to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion request the delivery or to maintain copies of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect documents referred to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii)above, and (a)(xi) above in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be deemed solely responsible for requesting delivery to satisfy the requirements for the delivery it or maintaining its copies of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovedocuments.

Financial Statements, Reports, etc. The Borrowers Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than fortyfifty-five (4555) days after the last day of each calendar quarter (including the last calendar fiscal quarter of each Borrowers’ fiscal year)FIL, a copy of the Financial Statements of the Loan Parties FIL and its Subsidiaries (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief executive officer, chief operating officer, chief financial officer officer, treasurer, assistant treasurer, controller or senior vice president of the Borrowers finance of FIL to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety one hundred (90100) days after the close of fiscal year 2007 and each fiscal year thereafterof FIL, (A) copies of the audited Financial Statements of FIL (prepared on a consolidated and consolidating Financial Statements of the Loan Parties basis) for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standingstanding reasonably acceptable to Agent, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2B) copies of the unqualified opinions, opinions (or qualified opinions (other than a "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit) reasonably acceptable to Agent) of such accountants covenant compliance calculations andand (C) if available from such accountants, certificates of such accountants to Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPnature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief executive officer, chief operating officer, chief financial officer officer, treasurer, assistant treasurer, controller or senior vice president of the Borrowers in substantially the form finance of Exhibit J Borrower (a “"Compliance Certificate”") which that (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers Borrower propose to take with respect thereto, and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section Paragraph 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party officer of Borrower knows of the occurrence or existence of (A) any ERISA EventReportable Event under any Employee Benefit Plan or Multiemployer Plan, (B) any actual litigation or suits threatened litigation, suits, claims or disputes against FIL, Borrower or any Loan Party of FIL's Subsidiaries involving potential monetary damages payable by FIL, Borrower or any Loan Party of FIL's Subsidiaries of Ten Million Dollars ($25,000,000 10,000,000) or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effectaggregate), (C) any other event or condition which, either individually which is reasonably and substantially likely (alone or in the aggregate, could ) to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or (E) any default under event of the type described in Subparagraph 6.01(f) or (g) with respect to any Subordinated ObligationsSubsidiary, so long as such Subsidiary is determined at the time of such event to be a Significant Subsidiary, the statement of the president or chief executive officer, chief operating officer, chief financial officer officer, treasurer, assistant treasurer, controller or treasurer senior vice president of the Borrowers finance of such Borrower setting forth details of such event, condition, default, Event of Default condition or Default and the action which the Borrowers FIL and Borrower propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, available and in any no event not later than sixty five (605) days Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by FIL, Borrower or any of FIL's Subsidiaries with the commencement of each fiscal year of the BorrowersUnited States Securities and Exchange Commission (including all 10-Q, the budget 10-K and projected 8-K reports) and (B) all reports, proxy statements and financial statements sent or made available by FIL, Borrower or any of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event FIL's Subsidiaries to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreementits security holders; (vi) As soon as possible and in no event later than (A) fifty-five (555) Business Days prior to days after the occurrence last day of each fiscal quarter (or one hundred (100) days in the case of the last fiscal quarter of each fiscal year), written notice of any event new Significant Subsidiary acquired or circumstance established during such quarter or any other change in the information set forth in Schedule 4.01(o) during such quarter and (B) ten (10) days after the date that would require any entity becomes a prepayment pursuant to Section 2.06(c)Material Subsidiary, the statement of the chief financial officer of the Borrowers written notice setting forth the details thereofeach Subsidiary of FIL that has become a Material Subsidiary and indicating for each such new Material Subsidiary whether such Material Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary; (vii) As soon as possible available and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with Borrower changes its legal name or the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any address of its Subsidiarieschief executive office, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set written notice setting forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageBorrower's new legal name and/or new address; and (xivviii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan PartiesFIL, Borrower or FIL's Subsidiaries, and compliance by the Borrowers Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent on behalf of itself or any Lender one or more Lenders may from time to time reasonably request. The Borrowers hereby acknowledge that In lieu of furnishing to Agent hard copies of the quarterly Financial Statements described in clause (ai) above and the Administrative Agent will annual Financial Statements and auditor's report described in clauses (ii)(A) and (ii)(B) above and the other documents referred to in clause (v) above, FIL may make such documents available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting such documents on its website located at xxx.xxxxxxxxxxx.xxx and through the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required Commission's XXXXX system ("XXXXX") or by subsections (a)(i), (a)(ii), and (a)(xi) above transmitting such documents electronically to Lenders. Agent shall be deemed provide to satisfy the requirements for the delivery any Lender hard copies of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovedocuments upon request if such Lender does not have access to FIL's website or XXXXX.

Financial Statements, Reports, etc. The Borrowers Borrower shall maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) As soon as available, but in any event not later than 60 days after the close of each of the first three fiscal quarters, for Borrower and its Subsidiaries, an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and stockholders equity for such period and for the year to date and cash flows for the year to date of Borrower and its Subsidiaries, setting forth in each case in comparative form the corresponding figures for the previous year, all prepared in accordance with GAAP and all certified as being complete and accurate, subject to normal year end adjustments, by a Qualified Officer of Borrower, accompanied by a reasonably detailed discussion by such Qualified Officer of material variances from the most recent projections delivered pursuant to Section 8.2(v) hereof; (ii) Not later than 120 days after the end of each fiscal year and, unless otherwise indicated below, not later than 60 days after the close of each of the first three fiscal quarters, for Borrower and its Subsidiaries, related reports in the form attached hereto as Exhibit K, and in substance and detail satisfactory to the Lenders, all certified by a Qualified Officer of Borrower, including: (a) an update of Schedules 6.1 to this Agreement and, on an annual basis only, within 120 days after the end of each fiscal year, updates to Schedules 6.25 and 6.26 to this Agreement; (b) a calculation of the Borrowing Base; (c) a separate report regarding each category of assets included in such calculation pursuant to one of the numbered subsections of the definition of “Borrowing Base” (which reports shall identify the assets in each such category, identify any Liens on each such asset, show the valuation of each such asset used in such calculation in accordance with such definition and, for any valuation based, in whole or in part, on projections, show a comparison of projections to actual results for the period covered by said report; and which reports relating to Real Estate shall set forth summary information for all Real Estate owned by any Borrower or Subsidiary, including occupancy rates, square footage, property type, date acquired or built, Gross Revenues, Net Operating Income, operating expenses, capital expenditures and the status of development, which information, as to Real Estate not included in the Borrowing Base, need not be furnished on a quarterly basis, but on an annual basis only, within 120 days after the end of each fiscal year); (d) a report listing and describing all newly formed or acquired Subsidiaries and all Real Estate newly acquired by any Borrower or Subsidiary, including the cost of such newly acquired Real Estate and secured or unsecured Indebtedness assumed in connection with the acquisition thereof, if any; (e) a report of all Liens on the Real Estate which, due to their perceived significance, have been specifically brought to the attention of any Qualified Officer, other than the Permitted Liens; (f) a report regarding payment arrearages and other defaults by third Persons under any leases, licenses and other agreements with any Credit Party, or affecting the Real Estate of any Credit Party, that, due to their perceived significance, have come to the attention of any Qualified Officer; and (g) such other information as may be requested (including operating statements) to evaluate the quarterly compliance certificate delivered as provided below; (iii) As soon as available and but in no event later than forty-five (45) days the third business day after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for date such quarter (beginning reports are to be filed with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafterSecurities Exchange Commission, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such yearany Forms 10K, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing10Q, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions8K, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions annual, quarterly, monthly or other reports, copies of all registration statements and any other public information which Borrower or any of its Subsidiaries files with the Credit Documents required to be included in such Compliance CertificateSecurities Exchange Commission or any other governmental authority; (iv) As soon as possible and available, but in no any event not later than five 120 days after the close of each fiscal year of Borrower and its Subsidiaries, (5a) Business Days after any Loan Party knows (i) a consolidated and, if available, consolidating balance sheet of Borrower and its Subsidiaries as of the occurrence or existence end of (A) any ERISA Eventthat fiscal year and related consolidated and, if available, consolidating statements of income, cash flows and stockholders’ equity for that fiscal year, (Bii) any actual litigation or suits against any Loan Party involving potential monetary damages payable a separate balance sheet of the Mortgage Subsidiary as of the end of that fiscal year and related statements of income, retained earnings, cash flows and stockholders’ equity for that fiscal year, in each case with accompanying notes and schedules, prepared in accordance with GAAP and audited by any Loan Party a firm of $25,000,000 or more (alone or in the aggregate in excess independent certified public accountants of insurance coverage) or in which injunctive relief or similar relief is soughtrecognized standing selected by Borrower and acceptable to Agent, which reliefaccountants shall have issued an unqualified audit report thereon, if grantedand (b) a letter signed by said accountants to the effect that, could have a Material Adverse Effectduring the course of their examination, (C) nothing came to their attention which caused them to believe that any other event Default or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default has occurred, or if they believe that any default under any Subordinated Obligations, the statement of the president Default or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and occurred, specifying the action which the Borrowers propose to take facts with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) Within 90 days after the beginning of each fiscal year of Borrower, projections in reasonable detail and in form and substance satisfactory to Agent, on a quarterly basis, of (a) the assets, liabilities, cash flow and earnings of Borrower and its Subsidiaries for that fiscal year and the following fiscal year, and (b) compliance by Borrower with the financial covenants set forth in Article VII hereof for that fiscal year and the following fiscal year; (vi) As soon as available, and but in any event not later than three business days after receipt thereof by any Borrower or Subsidiary, all quarterly financial statements, operating reports and other financial and operating information regarding Investment Affiliates in which Borrower or any of its Subsidiaries has made a net Investment of $10,000,000 or more and/or Real Estate owned by any such Investment Affiliate; (vii) As soon as available, but in any event not later than 120 days after the close of each fiscal year of each Investment Affiliate a balance sheet of such Investment Affiliate as of the end of that fiscal year and related statements of income, cash flow and stockholders’ equity for that fiscal year, with accompanying notes and schedules, prepared in accordance with GAAP and audited by a firm of independent certified public accountants, which accountants have issued an unqualified report thereon, provided, however, that Borrower may furnish unaudited financial statements for any Investment Affiliate if the organizational and governing agreements and instruments thereof (such as, without limitation, partnership, joint venture, shareholder and operating agreements) do not require annual audited financial statements and no audited financial statements are in fact prepared for such Investment Affiliate; (viii) Not later than sixty (60) days after the commencement end of each fiscal year of the Borrowersfirst three fiscal quarters, and not later than one-hundred and twenty (120) days after the budget and projected financial statements end of the fiscal year, a compliance certificate in substantially the form of Exhibit H hereto signed by a Qualified Officer of Borrower confirming that Borrower is in compliance with all of the covenants of the Loan Parties for such fiscal yearDocuments, including, in each case, projected balance sheets, statements of income showing the calculations and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event computations necessary to include projected Capital Expenditures and quarterly projections of the Borrowers’ determine compliance with each the financial covenants contained in this Agreement (including such schedules and backup information as may be necessary to demonstrate such compliance) and stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the covenants set forth in Section 5.03 of this Agreementnature and status thereof; (via) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) within 10 Business Days after the receipt thereof Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by a Loan PartyQualified Officer of Borrower, describing said Reportable Event and within 20 days after such Reportable Event, a copy statement signed by such officer describing the action which Borrower proposes to take with respect thereto; and (b) within 10 Business Days of receipt, any noticenotice from the Internal Revenue Service, summonsPBGC or Department of Labor with respect to a Plan regarding any excise tax, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability proposed termination of a Loan Party for Environmental Damages involving potential monetary Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to Borrower or damages payable by any Loan Party member of $10,000,000 or more (alone or in the aggregate Controlled Group in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter $100,000; and (Bc) one (1) within 10 Business Day after Days of filing, any Form 5500 filed by Borrower with respect to a Plan or any member of the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, Controlled Group which includes a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2);qualified accountant’s opinion. (x) As soon as possible and in no any event later than the earlier within 10 days after receipt by Borrower, a copy of (Aa) any notice or claim to the last day effect that Borrower or any of each calendar quarter its Subsidiaries or Special Investment Affiliates is or may be liable to any Person as a result of the release by such entity, or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (Bb) one (1) Business Day after the occurrence any notice alleging any violation of any Event federal, state or local environmental, health or safety law or regulation by Borrower or any of Default if there has been an acquisition by any Loan Party of any leasehold its Subsidiaries or ownership interest Special Investment Affiliates, which, in real propertyeither case, could be reasonably likely to have a written supplement to Schedule 4.01(h)(3)Material Adverse Effect; (xi) Promptly after upon the same are available, and in any event within five (5) Business Days after filing with furnishing thereof to the Securities and Exchange Commissionshareholders of Borrower, copies of each annual reportall financial statements, reports, notices and proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)so furnished; (xii) Promptly after upon the reasonable request by any Lender through distribution thereof to the Administrative Agentpress or the public, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agencyall press release relating to material events; (xiii) As soon as possible possible, and in no any event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and within 10 days after Borrower knows of any fire or other information required to be provided under Section 5(B) casualty or any other section pending or threatened condemnation or eminent domain proceeding with respect to all or any material portion of any of the applicable Vessel MortgageReal Estate, a statement signed by a Qualified Officer of Borrower, describing such fire, casualty or condemnation and the action Borrower intends to take with respect thereto; and (xiv) Such other instruments, agreements, certificates, opinions, statements, supplements to the foregoing documents and such other information relating to the properties, operations or condition and reports (including non-financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall In the case of the Borrower, furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLender: (ia) As as soon as available and in no any event later than forty-five (45) within 110 days after the last day end of each calendar quarter fiscal year, consolidated balance sheets and the related statements of income and cash flows of the Borrower and its Subsidiaries (including the last calendar quarter Borrower and its Subsidiaries being collectively referred to as the “Companies”) as of each Borrowers’ the close of such fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Annual Report on Form 10-K (or any successor form) for such year), a copy all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the Financial Statements of the Loan Parties (prepared on a effect that such consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to statements fairly present fairly in all material respects the financial condition, condition and results of operations and other information reflected therein and to have been prepared of the Companies on a consolidated basis in accordance with GAAP consistently applied; (b) within 65 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending on or prior to the Effective Date for which financial statements have not been delivered pursuant to Section 4.01(k), consolidated balance sheets and related statements of income and cash flows of the Companies as of the close of such fiscal quarter and the then elapsed portion of the fiscal year (which requirement shall be deemed satisfied by the delivery of the Borrower’s Quarterly Report on Form 10-Q (or any successor form) for such quarter), each certified by a Financial Officer as fairly presenting in all material respects the financial condition and results of operations of the Companies on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsadjustments; (iic) As soon as available and in no event later than ninety concurrently with any delivery of financial statements under paragraph (90a) days after the close or (b) of fiscal year 2007 and each fiscal year thereafterthis Section 5.02, copies a certificate of a Financial Officer of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J ) setting forth reasonably detailed calculations (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take including with respect thereto, (Bto any pro forma effect given to a Material Transaction) sets forth, for the quarter or year covered by such Financial Statements or demonstrating compliance with Section 6.07 as of the last day of the most recent fiscal quarter covered by such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificatestatements; (ivd) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of promptly upon the occurrence mailing or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details filing thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual reportall financial statements, reports and proxy or financial statement or other report or communication sent statements mailed to the stockholders of Parent or any of its SubsidiariesBorrower’s public shareholders, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any (other than those on Form S-8) and Form 8-K’s (to the extent that such Form 8-K’s disclose actual or potential adverse developments with respect to the Borrower or any of their respective its Subsidiaries may file that constitute, or could reasonably be anticipated to constitute, a Material Adverse Effect) filed with the Securities and Exchange Commission under Section 13 (or 15(dany successor thereto) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)or any national securities exchange; (xiie) Promptly promptly after (i) the reasonable request by occurrence thereof, notice of any Lender through ERISA Termination Event or “prohibited transaction”, as such term is defined in Section 4975 of the Administrative AgentCode, with respect to any Plan that results, or could reasonably be anticipated to result, in a Material Adverse Effect, which notice shall specify the nature thereof and the Borrower’s proposed response thereto, and (ii) actual knowledge thereof, copies of any other report notice of PBGC’s intention to terminate or other document that was filed by Parent, to have a trustee appointed to administer any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgagePlan; and (xivf) Such promptly, from time to time, such other instrumentsinformation, agreementsregarding its operations, certificatesbusiness affairs and financial condition, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents Agreement, as the Administrative Agent, the Security Trustee Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available Documents required to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectivelybe delivered pursuant to Section 5.02(a), “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of or (d) (to the Lenders extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission (or any successor thereto)) may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (eachdelivered electronically and if so delivered, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at xxx.xxx.xxx; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent, ); provided that: (i) the L/C Issuer and the Lenders to treat Borrower shall deliver paper copies of such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect documents to the Loan Parties Administrative Agent or their securities for purposes of United States Federal any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and state security laws; (yii) all the Borrower Materials marked “PUBLIC” are permitted to be made available through a portion shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the Platform designated “Public Investor;” posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (zi.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by Section 5.02(c) to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall be entitled have no obligation to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion request the delivery or to maintain copies of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect documents referred to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii)above, and (a)(xi) above in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be deemed solely responsible for requesting delivery to satisfy the requirements for the delivery it or maintaining its copies of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovedocuments.

Financial Statements, Reports, etc. The Borrowers shall Borrower will furnish to the Administrative Paying Agent and each Lender for distribution to the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (ia) As soon as available and in no event later than forty-five (45) days promptly after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president filing or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature sending thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60i) 105 days after the commencement end of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any noticethe Borrower's report on Form 10-K which the Borrower files with the SEC for such year and (ii) 15 days after being sent to its public security holders, summons, citations or other written communications concerning any actual or alleged violation a copy of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse EffectBorrower's annual report; (ixb) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day promptly after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are availablefiling thereof, and in any event within five (5) Business Days 60 days after filing the end of each of the first three fiscal quarters during each fiscal year, the Borrower's report on Form 10-Q which the Borrower files with the Securities SEC for such quarter; (c) concurrently with any delivery under paragraph (a) or (b) above, the balance sheet of each FIN 46 Subsidiary as of the end of such fiscal year or quarter, respectively, and Exchange Commissionthe statements of income and cash flows of each FIN 46 Subsidiary for such period, as applicable. (d) concurrently with any delivery under paragraph (a) or (b) above, (i) a certificate of a Financial Officer (A) certifying that no Event of Default or Default has occurred, or, if such 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 (B) setting forth computations demonstrating that the Borrower is in compliance with Sections 6.01, 6.02 and 6.03 (and showing the adjustments required to be made to financial statement items relevant to such computations or a result of the exclusion therefrom of the FIN 46 Subsidiaries) and (ii) a certificate signed by a Financial Officer in the form of Exhibit 5.02 setting forth as of such date the information required therein; (e) promptly after the same become publicly available, copies of each annual reportall other reports filed by it with the SEC, proxy or financial statement any Governmental Authority succeeding to any of or other report all the functions of the SEC, or communication sent distributed to its shareholders, as the case may be; and (f) promptly after the same become publicly available, notice that either or both of the ratings in respect of the Index Debt or the Short-Term Debt have changed from the immediately preceding ratings previously reported to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with Paying Agent by the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise Borrower; Reports required to be delivered to the Lenders pursuant to other provisions subsections (a), (b) and (d) of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers 5.02 shall be deemed to have authorized been delivered on the Administrative Agent, date on which the L/C Issuer and Borrower posts such reports on the Lenders Borrower's website on the Internet at the website address listed on the signature pages hereof or when such report is posted on the SEC's website at www.sec.gov; provided that the Borrower shall deliver paper copies ox xxx xxxxxts referred to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by in subsections (a)(ia), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(ib), (a)(ii), c) and (a)(xid) aboveof this Section 5.02 to any Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by such Agent or such Lender; provided further, that in every instance the Borrower shall provide paper copies of the certificate required by subsection (d) and the notice required by subsection (f) to the Paying Agent and each of the Lenders until such time as the Paying Agent shall provide the Borrower written notice otherwise.

Financial Statements, Reports, etc. The Borrowers Such Borrower shall furnish to the Administrative Agent, the Collateral Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (ia) As soon as available within ninety (90) days after the end of each fiscal year of such Borrower, an annual audited consolidated financial statement of the Guarantor, including consolidating statements showing the separate results of the Borrowers, consisting of the balance sheets and statements of operations, income, stockholders’ equity and cash flows, for such fiscal year, prepared in no event later than accordance with GAAP, which consolidated financial statements and other above described financial information shall have been audited by a nationally recognized independent certified public accounting firm satisfactory to the Administrative Agent, and accompanied by such independent certified public accounting firm’s unqualified opinion; (b) within forty-five (45) days after the last day end of each calendar month and each fiscal quarter (including during each fiscal year of the last calendar quarter Guarantor, consolidated unaudited balance sheets and statements of operations for the Guarantor, and consolidating statements showing the separate results of the Borrowers as of the end of each Borrowers’ such month or fiscal year)quarter, a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31as applicable, 2007 and thereafter) and for the then elapsed portion of the fiscal year to dateyear; (c) concurrently with (a) and (b) above, a certificate of the Guarantor’s independent certified by public accountant or the president or Guarantor’s chief financial officer of officer, as applicable, to the Borrowers effect that the financial statements referred to in clause (a) or (b) above, present fairly in all material respects the financial condition, position and results of operations of the Guarantor and other information reflected therein the Borrowers and to have as having been prepared in accordance with GAAP (consistently applied, in each case subject to normal year-year end audit adjustments and except for the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses resultsstatements referred to in clause (a) above; (iid) As soon as available concurrently with (a) above, and any statements delivered pursuant to (b) above in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies respect of the consolidated month of March and consolidating Financial Statements the period ending March 31, the month of June and the Loan Parties for such yearperiod ending June 30 or the month of September and the period ending September 30, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate Periodic Reporting Certificate of the president or chief financial officer of the Guarantor setting forth the calculations contemplated in Article VII hereof, and certifying as to the fact that such Person has examined the provisions of this Agreement and that no Event of Default or any Default, shall have occurred and be continuing or if such an event has occurred, a statement explaining its nature and extent and setting forth the steps the Borrowers propose to take to cure or prevent any Event of Default and (ii) a narrative summary prepared by the chief financial officer of the Guarantor that contains a detailed explanation of the financial performance of the Borrowers for the preceding fiscal quarter as compared against the projected financial performance of the Borrowers in substantially the Business Plan; (e) prior to February 15 of each year for such year, an operating budget of the Guarantor and the Borrowers, showing projected consolidated and consolidating revenues, expenses and a projected balance sheet on a month-by-month basis in reasonable detail, prepared by the Guarantor and the Borrowers and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, a draft of Exhibit J such operating budget to be delivered to the Administrative Agent and the Lenders as soon as available, and in any event on or prior to December 1 of the preceding year for approval by the Administrative Agent and the Lenders, which approval shall be automatically deemed to have occurred with respect to such draft operating budget if the Administrative Agent and the Lenders fail to comment on such draft operating budget within 31 days of receipt thereof; (a “Compliance Certificate”f) all material agreements or licenses affecting the Governmental Approvals of any Borrower or any System promptly after any execution, or material amendment thereto; (g) promptly upon their becoming available, copies of any periodic or special documents, statements or other information filed by any Borrower with the FCC, PUC or other Governmental Authority in connection with the construction and/or operation of any System or with respect to the transactions contemplated by any of the Loan Documents, and copies of any material notices and other material communications from the FCC, PUC or from any other Governmental Authority; (h) immediately upon any officer of any Borrower obtaining knowledge of any condition or event (i) which either constitutes an Event of Default or a Default, (Aii) states which renders any representation, covenant or warranty contained herein materially false or misleading, or (iii) which would result in any financial results for any fiscal year to materially deviate from the financial results projected for such fiscal year in the Business Plan or the financial projections described in clause (e) above, a certificate signed by an authorized officer of such Borrower specifying in reasonable detail the nature and period of existence thereof and what corrective action such Borrower has taken or proposes to take with respect thereto; (i) within forty-five (45) days after the end of each fiscal year of such Borrower, a certificate signed by an authorized officer of such Borrower (x) setting forth all the Leased Real Property, Easements, licenses, rights of way and other similar interests in real property acquired by such Borrower in the preceding year and (y) confirming that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (ivj) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess evidence of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take complying with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached5.04; (vk) As soon as availablefollowing the written request of the Administrative Agent, and in any event not later than sixty forty-five (6045) days after the commencement end of each fiscal year month, reports on accounts receivable and accounts payable of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, Borrower in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable such detail and in any event to include projected Capital Expenditures and quarterly projections of format as may be reasonably requested by the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this AgreementAdministrative Agent; (vil) As soon as possible promptly upon the filing thereof, copies of all registration statements and in no event later than five (5) Business Days prior to the occurrence of any event annual, quarterly, monthly or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary other regular reports which such Borrower or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyGuarantor files, a copy of any noticeif at all, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xivm) Such promptly from time to time such other instrumentsinformation regarding the operations (including, agreementswithout limitation, certificatesconstruction budgeting and System completion), opinions, statements, documents business affairs and information relating to the properties, operations or condition (financial or otherwise) of such Borrower or the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents Guarantor as the Administrative Agent, Agent or the Security Trustee or any Lender Collateral Agent may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall Borrower will furnish to the Administrative Agent and Agent, which shall furnish to each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLender: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) within 150 calendar days after the commencement end of each fiscal year (to the extent any Loan remains outstanding), its unaudited financial statements and balance sheet showing the financial condition of the Borrowers, the budget and projected financial statements Borrower as of the Loan Parties for close of such fiscal year and the results of its operations during such year, including, all prepared in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance accordance with each of the covenants set forth in Section 5.03 of this AgreementGAAP applied on a consistent basis; (vib) As soon as possible concurrently with any delivery of financial statements under paragraph (a) above, a certificate of a Financial Officer certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and in no event later than five (5) Business Days prior extent thereof and any corrective action taken or proposed to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereofbe taken with respect thereto; (viic) As to the extent any Loan remains outstanding, as soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, available and in any event within five (5) Business Days 60 calendar days after filing with the Securities and Exchange Commission, copies end of each annual reportfinancial quarter (other than the fourth fiscal quarter), proxy or its unaudited financial statement or other report or communication sent to statements and balance sheet showing the stockholders financial condition of Parent or any the Borrower as of the close of such financial quarter and the results of its Subsidiariesoperations during such quarter, all prepared in accordance with GAAP applied on a consistent basis subject to year-end adjustments and copies the absence of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)footnotes; (xiid) Promptly concurrently with any delivery of financial statements under paragraph (c) above, a certificate of a Responsible Officer certifying that no Event of Default or Default has occurred or, if such 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; (e) promptly after the reasonable request by any Lender through the Administrative AgentLender, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents all documentation and other information required that such Lender reasonably requests in order to be provided comply with its ongoing obligations under Section 5(B) or any other section of applicable “know your customer” and anti-money laundering rules and regulations, including the applicable Vessel MortgageUSA PATRIOT Act; and (xivf) Such promptly, from time to time, such other instrumentsinformation regarding its operations, agreementsbusiness affairs and financial condition, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents any Loan Document, as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including of the last calendar quarter first three fiscal quarters of each Borrowers’ fiscal year), year of the Borrowers (i) a copy of the Financial Statements of the Loan Parties Borrowers and all Subsidiaries of the Borrowers (prepared on a consolidated and consolidating basis) for such quarter (beginning with the first quarter ending March 31, 2007 and thereafterafter the Funding Date) and for the fiscal year to date, certified by the president or chief financial officer a Responsible Officer of the Borrowers each Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by ) and (ii) a narrative from management of the Borrowers which discusses resultsresults and prospects; (ii) As soon as available and in no event later than ninety one hundred five (90105) days after the close of fiscal year 2007 and each fiscal year thereafterof the Borrowers, (A) copies of the audited consolidated and unaudited consolidating Financial Statements of the Loan Parties Borrowers and all Subsidiaries of the Borrowers (prepared on a consolidated and consolidating basis, as applicable) for such year, audited (as to the consolidated Financial Statements) by an Deloitte & Touche LLP or other independent certified public accountants of recognized national standing, which Financial Statements shall be standing and accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters opinions delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPStatements; (iii) Contemporaneously with delivery of the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), (x) a compliance certificate of the president or chief financial officer a Responsible Officer of the Borrowers in substantially the form of Exhibit J L (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, thereto and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA EventEvent under any Pension Plan or Multiemployer Plan, (B) any actual litigation or suits threatened litigation, suits, claims, disputes or investigations against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 250,000 or more (alone or in the aggregate in excess of insurance coverageaggregate) or in which injunctive relief or similar relief is sought, which relief, if grantedadversely determined (and there exists a reasonable possibility of such an adverse determination), could have reasonably be expected to result in a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have reasonably be expected to result in a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a , the statement of a Responsible Officer of the Borrowers setting forth details of such event, condition or Default and the occurrence referred to therein and stating what action which the Borrowers have taken and proposes propose to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) Promptly, and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by the Borrowers or any Subsidiary with any securities exchange or the United States Securities and Exchange Commission (including all 10-Q, 10-K and 8-K reports); (B) all reports, proxy statements and financial statements sent or made available by such Borrower or any Subsidiary to its security holders; and (C) all press releases and other similar public announcements concerning any material developments in the business of the Borrowers or any of their Subsidiaries made available by the Borrowers or any of their Subsidiaries to the public generally; (vi) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Pension Plans required to file such form; (vii) As soon as available, and in any event not later than sixty thirty (6030) days after prior to the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail detail. (viii) As soon as available, and in any event to include projected Capital Expenditures and quarterly projections not later than thirty (30) days after the end of each month, monthly Financial Statements of the Borrowers’ compliance with each Loan Parties for such month (as well as a comparison of the covenants set performance of the Borrowers for such month during the prior year), prepared in accordance with GAAP. (ix) As soon as possible and, to the extent not prohibited by applicable law, not later than five (5) Business Days prior to (or to the extent applicable law prohibits prior disclosure or in the case of casualty events, not later than five (5) Business Days after) the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.07(c), the statement of a Responsible Officer of the Borrowers setting forth in Section 5.03 of this Agreementthe details thereof; (vix) As soon as possible and, to the extent not prohibited by applicable law, not later than five (5) Business Days prior to (or to the extent applicable law prohibits prior disclosure or in the case of casualty events, not later than five (5) Business Days after) the establishment or acquisition by a Borrower or any Subsidiary of a Borrower of any new Subsidiary or any new Equity Securities of any existing Subsidiary or any liquidation or dissolution of a Subsidiary under Section 5.02(d)(iv); (xi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyBorrower or any Subsidiary of a Borrower, a copy of any notice, summons, citations or other written communications concerning any actual actual, alleged, suspected or alleged threatened violation of any Environmental Law, applicable maritime laws or any notice or assertion of liability of a Loan Party Borrower or any Subsidiary of a Borrower for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or Damages, in the aggregate in excess of insurance coverage) or each case, which is could reasonably be expected to result in have a Material Adverse Effect; (ixxii) As soon as possible and in no event later than the earlier of five (A) the last day of each calendar quarter and (B) one (15) Business Day Days after the occurrence receipt thereof by any Borrower or any Subsidiary, copies of any Event and all material notices and other material adverse communications from any Governmental Authority or Gaming Authority with respect to any Loan Party or any Gaming Facility (including copies of Default if there has been an acquisition the Nevada “Regulation 6.090 Report” and “6-A Report” and any other written communication to a Loan Party from any Gaming Authority advising it of a violation of or non-compliance with any Gaming Law by a Loan Party) and promptly upon the request of the Administrative Agent or any Lender, copies of any and all periodic or special reports filed by any Loan Party of with any ownership interest in Gaming Authority or other Governmental Authority with respect to any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)Gaming Facility; (xxiii) As soon as possible and in no event later than ten (10) days prior to the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, including the RV Park Option, a written supplement to Schedule 4.01(h)(34.01(h); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiiixiv) As soon as possible and in no event later than five (5) Business Days after the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) receipt thereof by any Borrower or any other section Subsidiary, copies of any and all notices received from the applicable Vessel MortgageNDOT terminating or evidencing an intent to terminate the RedHawk NDOT Lease; and (xivxv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall furnish Deliver to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLender: (ia) As soon as available and is practicable, but in no any event later than forty-five (45) within 100 days after the last day end of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy year of the Financial Statements Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders’ equity of the Loan Parties (prepared on a consolidated Borrower and consolidating basis) its Consolidated Subsidiaries for such quarter year and the related consolidated balance sheets as at the end of such year, or (beginning B) the Form 10K filed by the Borrower with the quarter ending March 31, 2007 Securities and thereafter) Exchange Commission and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and if not included in no event later than ninety (90) days after the close such Form 10K, an opinion of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements opinion shall be accompanied by (1) a narrative from management state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrowers which discusses results Borrower and (2) copies of its Consolidated Subsidiaries as at the unqualified opinionsend of, and for, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by fiscal year and that such accountants in connection with all such Financial Statements and financial statements were prepared in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods; (iiib) Contemporaneously with As soon as is practicable, but in any event within 60 days after the Financial Statements for end of each quarter and of the first three fiscal quarters of each year end required by the foregoing clauses fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii), a compliance certificate ) the unaudited consolidated balance sheet of the president or chief financial officer Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the Borrowers then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit J D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a “Compliance Certificate”certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) which (A) states that no stating whether or not the signer has knowledge of any Default or Event of Default has occurred and is continuing, orand, if any so, specifying each such Default or Event of Default of which the signer has occurred knowledge and is continuing, a statement as to the nature thereof and what action (ii) demonstrating in reasonable detail compliance with the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance CertificateSections 6.6 and 6.7; (ivd) As soon as possible and in no event later than five (5) Business Days after Promptly upon any Loan Party knows executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or existence Event of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default underDefault, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement certificate of the president or president, chief financial officer or treasurer chief accounting officer of the Borrowers setting forth details Borrower specifying the nature and period of existence of such event, condition, default, Default or Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken Borrower has taken, is taking and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv; and (e) shall describe with particularity Promptly upon any and all provisions executive officer of this Agreement the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Credit Document that have been breached; Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (vii) As soon as available, and any material development in any event such action, suit, proceeding, investigation or arbitration (whether or not later than sixty (60) days after previously disclosed to the commencement of each fiscal year of the BorrowersLenders), the budget and projected financial statements of the Loan Parties for such fiscal year, includingwhich, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is case might reasonably be expected to result in have a Material Adverse Effect; , prompt notice thereof and such other information as may be reasonably available to it (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence without waiver of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement applicable evidentiary privilege) to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and enable the Lenders to treat evaluate such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovematters.

Financial Statements, Reports, etc. The Borrowers Borrower and the General Partner each shall maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) As soon quarterly financial statements (including a balance sheet and income statement) and related reports in form and substance satisfactory to the Lenders not later than 45 days after the end of each of the first three fiscal quarters, and not later than ninety (90) days after the end of each fiscal year, all certified by Borrower's chief financial officer or chief accounting officer, including a statement of Funds From Operations for the General Partner, calculation of the financial covenants described below, a description of Unencumbered Assets, a listing of capital expenditures (in the level of detail as available currently disclosed in Borrower's "Supplemental Information"), a report listing and describing all newly acquired Properties, including their cash flow, cost and secured or unsecured Indebtedness assumed in no event connection with such acquisition, if any, summary Property information for all Properties, including, without limitation, their Property Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be requested to evaluate the quarterly compliance certificate delivered as provided below; (ii) copies of all Form 10Ks, 10Qs, 8Ks, and any other public information filed with the Securities Exchange Commission by Borrower or the General Partner once a quarter simultaneously with delivering the compliance certificate described below, along with any other materials distributed to the shareholders of the General Partner or the partners of the Borrower from time to time, including a copy of the General Partner's annual report. To the extent any of such reports contains information required under the other subsections of this Section 8.2, the information need not be furnished separately under the other subsections; (iii) not later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy end of the Financial Statements of the Loan Parties (prepared on a consolidated first three fiscal quarters, and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event not later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies end of the consolidated fiscal year, a report certified by the entity's chief financial officer or chief accounting officer, containing Property Operating Income from individual properties owned by the Borrower or a Wholly-Owned Subsidiary and consolidating Financial Statements included as Unencumbered Assets. (iv) Not later than forty-five (45) days after the end of each of the Loan Parties for such yearfirst three fiscal quarters, audited and not later than ninety (as to 90) days after the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management end of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii)fiscal year, a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J H hereto signed by the Borrower's chief financial officer or chief accounting officer confirming that Borrower is in compliance with all of the covenants of the Loan Documents, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that to such officer's best knowledge, there is no other Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breachedstatus thereof; (v) As soon as available, possible and in any event not later than sixty (60) within 10 Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of Borrower, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such chief financial officer describing the commencement action which Borrower proposes to take with respect thereto; and (b) within 10 Business Days of each fiscal year receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to Borrower or any member of the BorrowersControlled Group in excess of $100,000; and (c) within 10 Business Days of filing, the budget and projected financial statements any Form 5500 filed by Borrower with respect to a Plan, or any member of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement;Controlled Group which includes a qualified accountant's opinion. (vi) As soon as possible and in no any event later than five within 30 days after receipt by the Borrower, a copy of (5a) Business Days prior any notice or claim to the occurrence effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by such entity, or any of its Subsidiaries, or any other Person of any event toxic or circumstance that would require hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries or Investment Affiliates, which, in either case, could be reasonably likely to have a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereofMaterial Adverse Effect; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice Promptly upon the furnishing thereof to the shareholders of the establishment or acquisition by a Loan Party Borrower, copies of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Partyall financial statements, reports and proxy statements so furnished; (viii) As soon as possible and in no event later than fifteen (15) Business Days after Promptly upon the receipt distribution thereof by a Loan Partyto the press or the public, a copy copies of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effectall press releases; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are availablepossible, and in any event within five (5) Business Days 10 days after filing with the Securities and Exchange Commission, copies Borrower knows of each annual report, proxy or financial statement any fire or other report or communication sent to the stockholders of Parent casualty or any of its Subsidiaries, and copies of pending or threatened condemnation or eminent domain proceeding with respect to all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies material portion of any other report Unencumbered Asset, a statement signed by the Chief Financial Officer of Borrower, describing such fire, casualty or other document that was filed by Parent, any condemnation and the action Borrower or any of their respective Subsidiaries, intends to take with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgagerespect thereto; and (xivx) Such other instrumentsinformation (including, agreementswithout limitation, certificates, opinions, statements, documents and information relating to the properties, operations or condition (non-financial or otherwiseinformation) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Issuer shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestTrustee: (ia) As soon Within thirty (30) days after Parent files them with the SEC, copies of the Parent’s annual report, quarterly reports, current reports and the other information, documents and other reports (or copies of such portions of any of the foregoing as available the SEC may by rules and in no event later than forty-five regulations prescribe) that the Parent is required to file with the SEC pursuant to Sections 13 and 15(d) of the Exchange Act; provided that reports, information and documents filed by the Parent 84 with the SEC via the XXXXX system (45or any similar successor system) will be deemed to have been furnished to the Trustee as of the time such documents are so filed; (b) Within one hundred eighty (180) days after the last day end of the fiscal year ending December 31, 2024, and within one hundred twenty (120) days after the end of each calendar quarter (including fiscal year thereafter, XxxxXx’s unaudited consolidated balance sheet and related statement of income and cash flows, showing the last calendar quarter financial condition of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared HoldCo and its Subsidiaries on a consolidated basis as of the close of such fiscal year and consolidating basisthe results of their respective operations during such year; (c) for such quarter [reserved]; (d) Within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year beginning with the fiscal quarter ending on March 31, 2007 2025, unaudited financial statements (including cash flows) of HoldCo and thereafterits Subsidiaries on a consolidated basis (including cash flows) as of the close of such fiscal quarter and for the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (iie) As soon as available and in no event later than Within ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies end of the consolidated and consolidating Financial Statements of the Loan Parties for such fiscal year, audited (as to the consolidated Financial Statements) by an independent certified public accountants a certificate of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management Responsible Officer of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations andAlaska certifying that, to the extent deliveredknowledge of such Responsible Officer, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default Early Amortization Event or Event of Default has occurred and is continuing, or, if any if, to the knowledge of such Default Responsible Officer, such an Early Amortization Event or Event of Default has occurred and is continuing, a statement as to specifying the nature and extent thereof and what any corrective action the Borrowers propose taken or proposed to take be taken with respect thereto; (f) On or prior to each Determination Date, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with (Bi) sets forth, for the quarter or year covered by such Financial Statements or Section 4.27 as of the last day of such quarter or year the most recently completed Quarterly Reporting Period and (ii) the Debt Service Coverage Ratio Test as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions last day of the Credit Documents required to be included in such Compliance Certificatemost recently completed Quarterly Reporting Period; (ivg) As soon as possible On each Determination Date, a Payment Date Statement to the Trustee and in no event later than five (5) Business Days after the Master Collateral Agent. The Trustee may, prior to the related Payment Date, provide notice to the Issuer and the Master Collateral Agent of any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or information contained in the aggregate in excess Payment Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Payment Date Statement on or prior to the related Payment Date. If the discrepancy is not resolved and a replacement Payment Date Statement is not received by the Trustee prior to the payment of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in Available Funds on the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including related Payment Date pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, Section 4.01 and it is later determined that the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices information identified by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(ivTrustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Payment Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall; (h) shall be accompanied Promptly upon knowledge thereof by a statement of a Responsible Officer of the Borrowers setting forth details Issuer, give to the Trustee notice in writing of any Early Amortization Event or Event of Default; (i) [Reserved]; and (j) Subject to any confidentiality restrictions under binding agreements or limitations imposed by applicable law, a notice posted on a password protected website to which the Trustee will have access (or otherwise delivered to the Trustee, including, without limitation, by electronic mail) of (i) any material amendment, restatement, supplement, waiver or other material modification to any Material Mileage Plan Agreement (with such notice posted or delivered, as applicable, promptly but in each case within thirty (30) days of the occurrence referred to therein effectiveness of such material amendment, restatement, supplement, waiver or other material modification) and stating what action (ii) any notice of termination, cancellation or expiration received or delivered by the Borrowers have taken and proposes to take Issuer or a Guarantor with respect theretoto a Material Mileage Plan Agreement (with such notice posted or delivered, as applicable, as soon as reasonably practicable after such termination, cancellation or expiration). Each In no event shall the Trustee be entitled to inspect, receive and make copies of materials, (i) except in connection with any enforcement or exercise of remedies, (A) that constitute non registered Mileage Plan Intellectual Property, non-financial Trade Secrets (including the Mileage Plan Customer Data) or non-financial proprietary information or (B) in respect of which disclosure to the Trustee, the Master Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (ii) that are subject to attorney client or similar privilege or constitute attorney work product or constitute Excluded Intellectual Property. The Issuer agrees to provide copies of any notices or any deliverables given or received under the Collateral Agency and Accounts Agreement to the Trustee, including any notice or deliverable required to be provided to the Senior Secured Debt Representatives. Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior 4.02 to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition Trustee may be made available by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent Alaska to the stockholders of Parent or any of its SubsidiariesHolders by posting such information on a private, restricted website to which Holders, prospective investors, broker-dealers and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise securities analysts are given access. Information required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request 4.02 by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information Issuer Party shall be delivered pursuant to Section 12.02 hereto. Information required to be provided under delivered pursuant to this Section 5(B) or any other section of the applicable Vessel Mortgage; and 4.02 (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do extent not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (xas set forth above) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized been delivered to the Administrative AgentTrustee on the date on which Loyalty Co provides written notice to the Trustee that such information has been posted on Alaska’s general commercial website (to the extent such information has been posted or is available as described in such notice), the L/C Issuer and the Lenders to treat as such Borrower Materials as either publicly available information or not material information (although it website may be sensitive and proprietary) with respect specified by Loyalty Co to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted Trustee from time to time. Information required to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent delivered pursuant to this Section 4.02 shall be entitled in a format which is suitable for transmission. Any notice or other communication delivered pursuant to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting companythis Section 4.02, filings with respect or otherwise pursuant to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i)this Indenture, (a)(ii), and (a)(xi) above shall be deemed to satisfy contain non-public information unless (i) expressly marked by an Issuer Party as “PUBLIC”, (ii) such notice or communication consists of copies of any Issuer Party’s public filings with the requirements SEC or (iii) such notice or communication has been posted on Alaska’s general commercial website, as such website may be specified by Loyalty Co to the Trustee from time to time. Delivery of reports, information and documents to the Trustee is for informational purposes only, and its receipt of such reports, information and documents shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including an Issuer Party’s or any other Person’s compliance with any of its covenants under this Indenture or any other Notes Document (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the delivery content, filing or timeliness of any report or other information delivered, filed or posted under or in connection with this Indenture, the other Notes Documents or the transactions contemplated hereunder or thereunder. For the avoidance of doubt, the Trustee shall have no duty to monitor or access any website of an Issuer Party or any other Person referenced herein, shall not have any duty to monitor, determine or inquire as to compliance or performance by any Issuer Party or any other Person of its obligations under this Section 4.02 or otherwise and the Trustee shall not be responsible or liable for any Issuer Party’s or any other Person’s non-performance or non-compliance with such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboveobligations.

Financial Statements, Reports, etc. The Borrowers shall Borrower will maintain, for ----------------------------------- itself and the Guarantors and each of their Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestLenders: (i) As soon as available and available, but in no any event not later than forty-five (45) 60 days after the last day close of the first three fiscal quarters of each calendar quarter fiscal year and 105 days after the close of the fiscal year, for the Consolidated Group a quarterly financial statement (including the last calendar quarter of each Borrowers’ fiscal yeara balance sheet and income statement), a copy of which may be in the Financial Statements of the Loan Parties (prepared on a consolidated form contained in Form 10-Q and consolidating basis) Form 10-K filings as described below, for such quarter (beginning with period and the quarter ending March 31, 2007 and thereafter) and for portion of the fiscal year to datethrough the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by the president Borrower's chief financial officer, treasurer or chief financial accounting officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall annual statement to be accompanied audited by a narrative from management of the Borrowers which discusses resultsBorrower's independent public accounting firm; (ii) As soon as available and available, but in no any event not later than ninety (90) 60 days after the close of the first three fiscal year 2007 and quarters of each fiscal year thereafter, copies and 105 days after the close of the consolidated and consolidating Financial Statements of the Loan Parties for such fiscal year, audited (as for the Consolidated Group, related reports in form and substance satisfactory to the consolidated Financial Statements) Administrative Agent, all certified by an independent certified public accountants Borrower's chief financial officer, treasurer or chief accounting officer, including a statement of recognized national standingCombined EBITDA and Funds from Operations, which Financial Statements shall be accompanied by (1) a narrative from management report listing and describing all newly acquired Properties having a value in excess of the Borrowers which discusses results $25,000,000, including their cash flow, cost and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants secured or unsecured Indebtedness assumed in connection with such acquisition, if any, the Consolidated Group's level of debt, summary Property information for all Properties having a value in excess of $25,000,000, and such Financial Statements and prepared in accordance with GAAPother information as may be reasonably requested to evaluate the quarterly compliance certificate delivered as provided below; (iii) Contemporaneously Not later than 15 days after the date such reports are filed with the Financial Statements for Securities and Exchange Commission, copies of all Form 10-Ks, 10-Qs, 8-Ks, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information which the Borrower, the Guarantors or any of their respective Subsidiaries files with the Securities and Exchange Commission; provided, however, that to the extent any of such reports contains information required under the other subsections of this Section 8.2, the information need not be furnished separately under ----------- the other subsections; (iv) Not later than 60 days after the end of each quarter of the first three fiscal quarters, and each year not later than 105 days after the end required by of the foregoing clauses (i) and (ii)fiscal year, a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J H hereto signed by the Borrower's chief financial officer, --------- treasurer or chief accounting officer confirming that Borrower is in compliance with all of the covenants of the Loan Documents as of the end of the last fiscal quarter, showing the calculations and computations necessary to determine compliance with the financial covenants contained in this Agreement (a “Compliance Certificate”including such schedules and backup information as may be necessary to demonstrate such compliance) which (A) states and stating that to such officer's best knowledge, no other Default or Event of Default has occurred and is continuingexists, or, or if any such Default or Event of Default has occurred and is continuingexists, a statement as to stating the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificatestatus thereof; (iva) As soon as possible and in no any event later than five (5) within 10 Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and knows that any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant Reportable Event has occurred with respect to any applicable Environmental Laws; (D) any DefaultPlan, Event of Default or any default under any Subordinated Obligationsa statement, signed by the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of Borrower or such eventGuarantor, conditiondescribing said Reportable Event and within 20 days after such Reportable Event, default, Event of Default or Default and a statement signed by such chief financial officer describing the action which the Borrowers propose to take with respect thereto, Borrower or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and such Guarantor proposes to take with respect thereto. Each ; and (b) within 10 Business Days of receipt, any notice pursuant from the Internal Revenue Service, PBGC or Department of Labor with respect to this Section 5.01(a)(iv) shall describe with particularity a Plan regarding any and all provisions excise tax, proposed termination of this Agreement a Plan, prohibited transaction or other Credit Document that have been breached; (v) As soon as available, and fiduciary violation under ERISA or the Code which may reasonably be expected to result in any event not later than sixty (60) days after the commencement of each fiscal year liability to Borrower or such Guarantor or any member of the BorrowersControlled Group in excess of $10,000,000; and (c) within 10 Business Days of filing, the budget and projected financial statements any Form 5500 filed by Borrower or such Guarantor with respect to a Plan, or any member of the Loan Parties for such fiscal yearControlled Group which includes a qualified accountant's opinion, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event except a qualification with respect to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement;assets certified by a third party as permitted by ERISA. (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event within 30 days after receipt by the Borrower or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyGuarantor, a copy of (a) any noticenotice or claim to the effect that the Borrower or any Guarantor or any of their respective -45- Subsidiaries is or may be liable to any Person as a result of the release by such entity, summonsor any of its Subsidiaries, citations or any other written communications concerning Person of any actual toxic or alleged hazardous waste or substance into the environment, and (b) any notice alleging any violation of any Environmental Lawfederal, applicable maritime laws state or liability local environmental, health or safety law or regulation by the Borrower or any Guarantor or any of a Loan Party for Environmental Damages involving potential monetary liability their respective Subsidiaries or damages payable by any Loan Party of $10,000,000 or more (alone or Investment Affiliates, which, in the aggregate in excess of insurance coverage) or which is either case, may reasonably be expected to result in have a Material Adverse Effect; (ixvii) As soon as possible Promptly upon the furnishing thereof to the shareholders of the Borrower or any Guarantor, copies of all financial statements, reports, proxy statements and in no event later than other materials distributed generally to its shareholders by the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)Borrower or such Guarantor; (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xiviii) Promptly after upon the same are available, and in any event within five (5) Business Days after filing with distribution thereof to the Securities and Exchange Commissionpress or the public, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgagepress releases; and (xivix) Such other instrumentsinformation (including, agreementswithout limitation, certificatesa detailed listing of the Properties owned by each member of the Consolidated Group, opinionsall Xxxxxxxx Associates, statements, documents Inc. (or other appraiser's) reports and information relating to the properties, operations or condition updates described in clause (financial or otherwisec) of the Loan Partiesdefinition of "Gross Asset Value" and, to the extent reasonably available, each Investment Affiliate and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents non-financial information) as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) , provided the Administrative Agent will make available and each Lender shall take all reasonable steps to maintain the Lenders confidentiality of such information and the L/C Issuer materials and/or any confidential information provided by or on behalf of the Borrowers hereunder (collectivelyobtained under Section 8.8 below, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms except for disclosure to regulatory agencies, to ----------- their accountants, attorneys and (b) certain of the Lenders other professional service providers, to prospective assignees and participants and as otherwise may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovelaw.

Financial Statements, Reports, etc. The Borrowers shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including of the last calendar quarter first three fiscal quarters of each Borrowers’ fiscal year), year of the Borrowers (i) a copy of the Financial Statements of the Loan Parties Borrowers and all Subsidiaries of the Borrowers (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March December 31, 2007 2003 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer a Responsible Officer of the Borrowers each Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by ) and (ii) a narrative from management of the Borrowers which discusses resultsresults and prospects; (ii) As soon as available and in no event later than ninety one hundred five (90105) days after the close of fiscal year 2007 and each fiscal year thereafterof the Borrowers, (A) copies of the audited consolidated and unaudited consolidating Financial Statements of the Loan Parties Borrowers and all Subsidiaries of the Borrowers (prepared on a consolidated and consolidating basis, as applicable) for such year, audited (as to the consolidated Financial Statements) by an Deloitte & Touche LLP or other independent certified public accountants of recognized national standing, which Financial Statements shall be standing and accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters opinions delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPStatements; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), (x) a compliance certificate of the president or chief financial officer a Responsible Officer of the Borrowers in substantially the form of Exhibit J L (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, thereto and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA EventEvent under any Pension Plan or Multiemployer Plan, (B) any actual litigation or suits threatened litigation, suits, claims, disputes or investigations against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 250,000 or more (alone or in the aggregate in excess of insurance coverageaggregate) or in which injunctive relief or similar relief is sought, which relief, if grantedadversely determined (and there exists a reasonable possibility of such an adverse determination), could have reasonably be expected to result in a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have reasonably be expected to result in a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a , the statement of a Responsible Officer of the Borrowers setting forth details of such event, condition or Default and the occurrence referred to therein and stating what action which the Borrowers have taken and proposes propose to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) Promptly, and in no event later than five (5) Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by the Borrowers or any of its Subsidiaries with any securities exchange or the United States Securities and Exchange Commission (including all 10-Q, 10-K and 8-K reports); (B) all reports, proxy statements and financial statements sent or made available by such Borrower or any of its Subsidiaries to its security holders; and (C) all press releases and other similar public announcements concerning any material developments in the business of the Borrowers or any of their Subsidiaries made available by the Borrowers or any of their Subsidiaries to the public generally; (vi) As soon as available and in no event later than five (5) Business Days after they are filed, copies of all IRS Form 5500 reports for all Pension Plans required to file such form; (vii) As soon as available, and in any event not later than sixty thirty (6030) days after prior to the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail detail. (viii) As soon as available, and in any event to include projected Capital Expenditures and quarterly projections not later than thirty (30) days after the end of each month, monthly Financial Statements of the Borrowers’ compliance with each Loan Parties for such month (as well as a comparison of the covenants set performance of the Borrowers for such month during the prior year), prepared in accordance with GAAP. (ix) As soon as possible and, to the extent not prohibited by applicable law, not later than five (5) Business Days prior to (or to the extent applicable law prohibits prior disclosure or in the case of casualty events, not later than five (5) Business Days after) the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.07(c), the statement of a Responsible Officer of the Borrowers setting forth in Section 5.03 of this Agreementthe details thereof; (vix) As soon as possible and, to the extent not prohibited by applicable law, not later than five (5) Business Days prior to (or to the extent applicable law prohibits prior disclosure or in the case of casualty events, not later than five (5) Business Days after) the establishment or acquisition by a Borrower or any Subsidiary of a Borrower of any new Subsidiary or any new Equity Securities of any existing Subsidiary or any liquidation or dissolution of a Subsidiary under Section 5.02(d)(iv); (xi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan PartyBorrower or any Subsidiary of a Borrower, a copy of any notice, summons, citations or other written communications concerning any actual actual, alleged, suspected or alleged threatened violation of any Environmental Law, applicable maritime laws or any notice or assertion of liability of a Loan Party Borrower or any Subsidiary of a Borrower for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or Damages, in the aggregate in excess of insurance coverage) or each case, which is could reasonably be expected to result in have a Material Adverse Effect; (ixxii) As soon as possible and in no event later than the earlier of five (A) the last day of each calendar quarter and (B) one (15) Business Day Days after the occurrence receipt thereof by any Borrower or any of its Subsidiaries, copies of any Event and all material notices and other material adverse communications from any Governmental Authority or Gaming Authority with respect to any Loan Party or any Gaming Facility (including copies of Default if there has been an acquisition the Nevada “Regulation 6.090 Report” and “6-A Report” and any other written communication to a Loan Party from any Gaming Authority advising it of a violation of or non-compliance with any Gaming Law by a Loan Party) and promptly upon the request of the Administrative Agent or any Lender, copies of any and all periodic or special reports filed by any Loan Party of with any ownership interest in Gaming Authority or other Governmental Authority with respect to any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)Gaming Facility; (xxiii) As soon as possible and in no event later than ten (10) days prior to the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(34.01(h); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers Each Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar fiscal quarter of each Borrowers’ fiscal year)FIL, a copy of the Financial Statements of the Loan Parties FIL and its Subsidiaries (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer officer, treasurer or controller of the Borrowers FIL to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafterof FIL, (A) copies of the audited Financial Statements of FIL and its Subsidiaries (prepared on a consolidated and consolidating Financial Statements of the Loan Parties basis) for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standingstanding reasonably acceptable to Agent, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2B) copies of the unqualified opinionsopinions (or qualified opinions reasonably acceptable to Agent) and (C) if available from such accountants, certificates of such accountants covenant compliance calculations andto Agent stating that in making the examination necessary for their opinion they have reviewed this Agreement and have obtained no knowledge of any Default which has occurred and is continuing, or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAPnature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer officer, treasurer or controller of the Borrowers in substantially the form of Exhibit J each Borrower (a “"Compliance Certificate”") which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, ; and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance CertificateParagraph 5.03 for FIL; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party officer of such Borrower knows of the occurrence or existence of (A) any ERISA Event, Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or suits threatened litigation, suits, claims or disputes against any Loan Party Borrower or any of its Subsidiaries involving potential monetary damages payable by any Loan Party Borrower or its Subsidiaries of $25,000,000 10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, aggregate); (C) any other event or condition which, either individually or in the aggregate, could which is reasonably and substantially likely to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, ; the statement of the president or chief financial officer officer, treasurer or treasurer controller of the Borrowers such Borrower setting forth details of such event, condition, default, Event of Default condition or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and such Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, available and in any no event not later than sixty five (605) days Business Days after the commencement they are sent, made available or filed, copies of each fiscal year (A) all registration statements and reports filed by any of the BorrowersBorrowers or any of their Subsidiaries with the United States Securities and Exchange Commission (including, the budget without limitation, all 10-Q, 10-K and projected 8-K reports); and (B) all reports, proxy statements and financial statements sent or made available by any of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements Borrowers or any of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event their Subsidiaries to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreementits security holders; (vi) As soon as possible and in no event later than (A) forty-five (545) Business Days prior to days after the occurrence last day of each fiscal quarter (or ninety (90) days in the case of the last fiscal quarter of each fiscal year), written notice of any event new Subsidiary acquired or circumstance established directly or indirectly by FIL during such quarter, any new Equity Securities of any existing Subsidiary acquired directly or indirectly by FIL during such quarter or any other change in the information set forth in Schedule 4.01(o) during such quarter; and (B) ten (10) days after the date that would require any entity becomes a prepayment pursuant to Section 2.06(c)Material Subsidiary, the statement of the chief financial officer of the Borrowers written notice setting forth the details thereofeach Subsidiary of FIL that has become a Material Subsidiary and indicating for each such new Material Subsidiary whether such Material Subsidiary is an Eligible Material Subsidiary or Ineligible Material Subsidiary; (vii) As soon as possible available and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with any Borrower changes its legal name or the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any address of its Subsidiarieschief executive office, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set written notice setting forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgagesuch Borrower's new legal name and/or new address; and (xivviii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Partiessuch Borrower or their Subsidiaries, and compliance by the Borrowers such Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender Agent may from time to time reasonably request. The Borrowers hereby acknowledge that In lieu of furnishing to Agent hard copies of the quarterly Financial Statements described in clause (ai) above and the Administrative Agent will annual Financial Statements and auditor's report described in clauses (ii)(A) and (ii)(B) above and the other documents referred to in clause (v) above, FIL may make such documents available to Lenders at its website located at www.xxxxxxxxxxx.xxx xxx through the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required Commission's EDGAX xxxtem ("EDGAX") xr by subsections (a)(i), (a)(ii), and (a)(xi) above transmitting such documents electronically to Lenders. The Agent shall be deemed provide to satisfy the requirements for the delivery any Lender hard copies of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) abovedocuments upon request if such Lender does not have access to FIL's website or EDGAX.

Financial Statements, Reports, etc. The Borrowers Lessee shall furnish to the Administrative Agent Agent, with sufficient copies for Lessor and each Lender Participant, the following, each in such form and such detail as the Administrative Agent Agent, Lessor or the Required Lenders Participants shall reasonably request: (i) As soon as available and in no event later than forty-five ninety (4590) days after the last day of each calendar fiscal quarter of Lessee (including other than the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties Lessee and its Subsidiaries (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers Lessee to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety one hundred, twenty (90120) days after the close of fiscal year 2007 and each fiscal year thereafterof Lessee, (A) copies of the consolidated and consolidating audited Financial Statements of the Loan Parties Lessee and its Subsidiaries (prepared on a consolidated basis) for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standingstanding acceptable to Agent and Required Participants, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2B) copies of the unqualified opinions, such accountants covenant compliance calculations and, opinions (or qualified opinions reasonably acceptable to the extent delivered, management letters Agent and Required Participants) delivered by such accountants in connection with all such Financial Statements and prepared (C) certificates of such accountants to Agent stating that in accordance with GAAPmaking the examination necessary for their opinion they have reviewed Paragraph 5.03 and have obtained no knowledge of any violation by Lessee and its Subsidiaries of the covenants set forth therein, or if, in the opinion of such accountants, any such violation has occurred, a statement as to the nature thereof; (iii) Contemporaneously with the quarterly and year-end Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J Lessee (a “"Compliance Certificate”") which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose Lessee proposes to take with respect thereto, thereto and (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section Paragraph 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party officer of Lessee knows of the occurrence or existence of (A) any ERISA Event, Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or suits threatened litigation, suits, claims or disputes against Lessee or any Loan Party of its Subsidiaries involving potential monetary damages payable by any Loan Party Lessee or its Subsidiaries of $25,000,000 20,000,000 or more (alone or in the aggregate in excess of insurance coverage) aggregate), other than any frivolous claim or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, litigation; (C) any other event or condition which, either individually or in the aggregate, could which is reasonably likely to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, ; the statement of the president or chief financial officer or treasurer of the Borrowers Lessee setting forth details of such event, condition, default, Event of Default condition or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and Lessee proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible available and in no event later than five (5) Business Days prior to the occurrence of any event after they are sent, made available or circumstance that would require a prepayment pursuant to Section 2.06(c)filed, the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier copies of (A) the last day of each calendar quarter all registration statements and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition reports filed by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent Lessee or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, Subsidiaries with any Borrower securities exchange or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 (including, without limitation, all 10-Q, 10-K and 8-Q reports); (B) all reports, proxy statements and financial statements sent or 15(dmade available by Lessee or any of its Subsidiaries to its security holders; and (C) all press releases and other similar public concerning any material developments in the business of the Securities Exchange Act Lessee or any of 1934, as amended, and not otherwise required to be delivered its Subsidiaries made available by Lessee or any of its Subsidiaries to the Lenders pursuant to other provisions of this Section 5.01(a)public generally; (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiiivi) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgageavailable, the noticesconsolidated plan and forecast of Lessee and its Subsidiaries for such fiscal year, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgageincluding quarterly cash flow projections; and (xivvii) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan PartiesLessee or its Subsidiaries, and compliance by the Borrowers Lessee with the terms of this Agreement and the other Credit Operative Documents as the Administrative Agent, the Security Trustee or any Lender Agent may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall furnish Furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall requestBank: (ia) As as soon as available and available, but in no any event not later than forty-five (45) 105 days after the last day end of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy year of the Financial Statements Borrower, (i) audited consolidated financial statements of the Loan Parties Parent, the Borrower and the Guarantor Subsidiaries (prepared on a consolidated and consolidating basis) for such quarter (beginning with in the quarter ending March 31, 2007 and thereafter) and for case of the fiscal year to dateended May 31, 1997, Construction Data Services, Inc. and TSR Health Care Services, Inc.), including, without limitation, consolidated balance sheets and statements of income, cash flow and retained earnings, certified by the president KPMG Peat Marwick LLP or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be standing selected by the Parent and reasonably acceptable to the Bank (the "Auditor") and accompanied by (1) a narrative from management an unqualified opinion of the Borrowers which discusses results Auditor, and (2ii) copies unaudited consolidating financial statements of the unqualified opinionsParent, such accountants covenant compliance calculations andthe Borrower and the Guarantor Subsidiaries (and in the case of the fiscal year ended May 31, to 1997, Construction Data Services, Inc. and TSR Health Care Services, Inc.), prepared under the extent delivereddirection of, management letters delivered by such accountants and certified by, the Chief Financial Officer of the Parent, the Borrower and the Guarantor Subsidiaries (and in connection with all such Financial Statements the case of the fiscal year ended May 31, 1997, Construction Data Services, Inc. and prepared TSR Health Care Services, Inc.), in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for case of each quarter and each year end required by the foregoing of clauses (i) and (ii), showing the results of operations for such fiscal year and the financial condition at the close of such year and setting forth in each case in comparative form the corresponding figures for the preceding fiscal period, all in reasonable detail, prepared in accordance with GAAP applied on a compliance certificate basis consistently maintained throughout the period involved and consistent with prior periods; (b) as soon as available, but in any event not later than 60 days after the end of each quarter of each fiscal year of the president or chief Borrower, the consolidated and consolidating financial officer statements of the Borrowers Parent, the Borrower and the Guarantor Subsidiaries (and in substantially the case of each of the quarters ending November 30, 1997 and February 28, 1998, Construction Data Services, Inc. and TSR Health Care Services, Inc.), including, without limitation, consolidated and consolidating balance sheets and statements of income, cash flow and retained earnings, prepared under the direction of, and certified by, the Chief Financial Officer of the Parent, the Borrower and the Guarantor Subsidiaries (and in the case of each of the quarters ending November 30, 1997 and February 28, 1998, Construction Data Services, Inc. and TSR Health Care Services, Inc.), showing the results of operations for the period from the beginning of such fiscal year through the end of such quarter and the financial condition at the close of such quarter and setting forth in each case in comparative form the corresponding figures for the preceding fiscal period, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and consistent with prior periods (subject to normal year-end audit adjustment); (c) with each delivery of Exhibit J financial statements required by (a) above, a “Compliance Certificate”) which (A) states that certificate signed by the Auditor, as to whether or not, as at the close of such preceding fiscal year the Borrower and the Guarantors were, to the knowledge of the Auditor, in compliance with the financial covenants set forth in this Agreement, showing computation of the Funded Debt Ratio and the financial ratios set forth in Article VI hereof, and stating that, in making the examination necessary therefor, no knowledge was obtained of any Default or Event of Default has occurred Default, except as specified in such certificate; (d) with each delivery of financial statements required by (a) and is continuing(b) above, ora certificate signed by the Chief Financial Officer as to whether or not, if as at the close of such preceding period and at all times during such preceding period, the Borrower and the Guarantors were in compliance with all the provisions in this Agreement, showing computation of the Funded Debt Ratio and the financial ratios set forth in Article VI hereof and stating that, in making the examination necessary therefor, no knowledge was obtained of any such Default or Event of Default has occurred and is continuingDefault, except as specified in such certificate; (e) promptly after receipt thereof, a statement copy of each management letter, if any, prepared by the Auditor; (f) within 15 calendar days after the end of each month, a Borrowing Base Certificate dated as to of the nature thereof close of business on the last Business Day of such month, certified by the Chief Financial Officer of the Borrower; (g) within 15 calendar days after the end of each month, a current and what action the Borrowers propose to take with respect thereto, (B) sets forth, detailed aging of Accounts for the quarter or year covered by such Financial Statements or Borrower and the Guarantors as of the last day Business Day of such quarter or year month; (as h) promptly after the case may be)same become publicly available, copies of (i) all periodic and other reports, proxy statements and other materials filed by the Borrower, the calculation Parent or any other Guarantor with the Securities and Exchange Commission or distributed to the shareholders of the financial ratios and tests provided in Section 5.03Parent, and (Cii) sets forth information all periodic and computations related to Sections 5.01(i)other reports, 5.02(a)proxy statements and other materials filed by the Borrower, 5.02(d) and 5.02(e) of this Agreement and the Parent or any other provisions Guarantor with any other federal, state or local government or any agency or instrumentality of any such government if the Credit Documents required same relates to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in a matter which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect; and (i) promptly, (C) any from time to time, such other event or information regarding the operations, business affairs and financial condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default Borrower and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein Guarantors and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the Borrowers, the budget and projected financial statements of the Loan Parties for such fiscal year, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement of the chief financial officer of the Borrowers setting forth the details thereof; (vii) As soon as possible and in no event later than thirty (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual or alleged violation of any Environmental Law, applicable maritime laws or liability of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse Effect; (ix) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel Mortgage; and (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender Bank may from time to time reasonably request. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.

Financial Statements, Reports, etc. The Borrowers shall furnish to Until the Administrative Agent Closing, ----------------------------------- and each Lender the followingthereafter, each in such form and such detail so long as the Administrative Agent Warrant or any Series B Shares are outstanding, Purchaser shall be entitled to receive the Required Lenders shall requestfollowing information: (ia) As soon as available and in no event later than forty-five (45) days after the last day of each calendar quarter (including the last calendar quarter of each Borrowers’ fiscal year), a copy of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31, 2007 and thereafter) and for the fiscal year to date, certified by the president or chief financial officer of the Borrowers to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements shall be accompanied by a narrative from management of the Borrowers which discusses results; (ii) As soon as available and in no event later than within ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafter, copies of the consolidated and consolidating Financial Statements of the Loan Parties for such year, audited (as to the consolidated Financial Statements) by an independent certified public accountants of recognized national standing, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers which discusses results and (2) copies of the unqualified opinions, such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate of the president or chief financial officer of the Borrowers in substantially the form of Exhibit J (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(iv) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty (60) days after the commencement of each fiscal year of the BorrowersCompany, a balance sheet of the budget Company, as of the end of such fiscal year and projected financial the related consolidated statements of income, shareholders' equity and cash flows for the Loan Parties for such fiscal year then ended, prepared in accordance with GAAP and certified by a "Big Five" firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (the "Annual ------ Audited Financial Statements"); ---------------------------- (b) within twenty-one (21) days after the end of each accounting month of the Company within each fiscal year, includinga balance sheet of the Company and the related statements of income, shareholders' equity and cash flows, unaudited but prepared in accordance with GAAP and certified by the Chief Financial Officer of the Company, or, if there is no Chief Financial Officer, the Chief Executive Officer, such consolidated balance sheet to be as of the end of such month and such consolidated statements of income, shareholders' equity and cash flows to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each casecase with comparative statements for the prior fiscal year and with respect to the then-applicable budget; (c) at the time of delivery of each financial statement pursuant to Section ------- 5.03(b), projected balance sheets, statements of income and retained earnings and statements of cash flow a certificate executed by the Chief Financial Officer of the Loan PartiesCompany ------- or, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections if there is no Chief Financial Officer, the Chief Executive Officer, stating that such officer has reviewed this Agreement, the terms of the Borrowers’ compliance with each Warrant, and the terms of the covenants set forth Series B Preferred Stock contained in Section 5.03 the Articles of Incorporation and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.06(c), the statement terms of the chief financial officer Warrant, or the terms of the Borrowers setting forth Series B Preferred Stock contained in the details Articles of Incorporation or, if such officer has such knowledge, specifying such default and the nature thereof; (viid) As soon as possible within thirty (30) days after the end of each quarter, a quarterly management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (e) no event later than thirty (30) days prior to the start of each fiscal year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company in respect of such fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and, promptly after closingpreparation, written notice any revisions to any of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Partyforegoing; (viiif) As soon as possible promptly following receipt by the Company, each audit response letter, accountant's management letter and in no event later than fifteen (15) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual report submitted to the Company by its independent public accountants in connection with an annual or alleged violation interim audit of any Environmental Law, applicable maritime laws or liability the books of a Loan Party for Environmental Damages involving potential monetary liability or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is reasonably expected to result in a Material Adverse EffectCompany; (ixg) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day promptly after the occurrence commencement thereof, notice of any Event all actions, suits, claims, proceedings, investigations and inquiries of Default if there has been an acquisition by any Loan Party of any ownership interest the type described in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2)Section 2.07 involving the Company that could materially adversely affect the ------------ Company; (xh) As soon as possible promptly upon sending, making available or filing the same, all press releases, reports and in no event later than financial statements that the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold Company sends or ownership interest in real property, a written supplement makes available to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days after filing its shareholders or files with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Parent, any Borrower or any of their respective Subsidiaries may file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a); (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiii) As soon as possible and in no event later than the due date set forth in the applicable Vessel Mortgage, the notices, reports, documents and other information required to be provided under Section 5(B) or any other section of the applicable Vessel MortgageSEC; and (xivi) Such other instrumentspromptly, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee or any Lender may from time to time reasonably request. The Borrowers hereby acknowledge that (a) time, such other material information regarding the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by business, prospects, financial condition, operations, property or on behalf affairs of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders Company as Purchaser reasonably may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) aboverequest.

Financial Statements, Reports, etc. The Borrowers Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall request: (i) As soon as available and in no event later than forty-five (45) days after the last day of each calendar fiscal quarter of the Borrower (including other than the last calendar fiscal quarter of in each Borrowers’ fiscal year), a copy copies of the Financial Statements of the Loan Parties (prepared on a consolidated and consolidating basis) for such quarter (beginning with the quarter ending March 31September 30, 2007 2009) and thereafter) for the fiscal year to date and, during the times that the Borrower owns, directly or indirectly, any Material Subsidiary, the consolidating balance sheets and statements of income of the Loan Parties for such quarter and for the fiscal year to date, each certified by the president president, chief executive officer, chief operating officer or chief financial officer of the Borrowers Borrower to present fairly in all material respects the financial condition, condition and results of operations of the Borrower and other information reflected therein its Subsidiaries as of such date or for such period, as applicable, and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), which Financial Statements and balance sheets and statements of income shall be accompanied by a narrative from management of the Borrowers Borrower which discusses results; (ii) As soon as available and in no event later than ninety (90) days after the close of fiscal year 2007 and each fiscal year thereafterof the Borrower (beginning with the fiscal year ending December 31, 2009), copies of the consolidated and consolidating Financial Statements of the Loan Parties Borrower and its Subsidiaries for such yearyear and, during such times that the Borrower owns, directly or indirectly, any Material Subsidiary, the consolidating balance sheets and statements of income of the Borrower and its Subsidiaries, audited (as to the consolidated Financial StatementsStatements only) by one of the four largest public accounting firms in the United States of America or other an independent certified public accountants of recognized national standingstanding reasonably acceptable to the Administrative Agent, which Financial Statements shall be accompanied by (1) a narrative from management of the Borrowers Borrower which discusses results and (2B) copies of the unqualified opinions, opinion of such accountants covenant compliance calculations and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements and prepared in accordance with GAAP; (iii) Contemporaneously with the Financial Statements for each quarter and each year end required by the foregoing clauses (i) and (ii), a compliance certificate signed by a Responsible Officer of the president or chief financial officer of the Borrowers Borrower in substantially the form of Exhibit J F (a “Compliance Certificate”) which (A) states that no Default or Event of Default has occurred and is continuing, or, if any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrowers propose to take with respect thereto, (B) sets forth, for the quarter or year covered by such Financial Statements or as of the last day of such quarter or year (as the case may be), the calculation of the financial ratios and tests provided in Section 5.03, and (C) sets forth information and computations related to Sections 5.01(i), 5.02(a), 5.02(d) and 5.02(e) of this Agreement and any other provisions of the Credit Documents required to be included in such Compliance Certificate; (iv) As Written notice as soon as possible and in no event later than ten (10) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation, suits, claims, disputes or investigations against any Loan Party involving potential monetary damages payable by any Loan Party in which injunctive relief or similar relief is sought, which damages, if awarded, or relief, if granted, could reasonably be expected to have a Material Adverse Effect, or (C) any material change in accounting policies of or financial reporting practices by the applicable Loan Party other than as required by GAAP; and written notice as soon as possible and in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any ERISA Event, (B) any actual litigation or suits against any Loan Party involving potential monetary damages payable by any Loan Party of $25,000,000 or more (alone or in the aggregate in excess of insurance coverage) or in which injunctive relief or similar relief is sought, which relief, if granted, could have a Material Adverse Effect, (Cx) any other event or condition which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, including Effect or (I) breach or non-performance of, or any default under, a Contractual Obligation of a Borrower or any Guarantor; (IIy) any dispute, litigation, investigation, proceeding or suspension between a Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting a Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default, Event of Default or any default under any Subordinated Obligations, the statement of the president Obligations or chief financial officer or treasurer of the Borrowers setting forth details of such event, condition, default, Event of Default or Default and the action which the Borrowers propose to take with respect thereto, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Partysenior unsecured notes. Each notice pursuant to this Section 5.01(a)(iv) shall be accompanied by a statement of a Responsible Officer of the Borrowers Borrower setting forth details of the occurrence referred to therein such event, condition, default or Default and stating what action the Borrowers have Borrower has taken and proposes to take with respect thereto. Each In each notice pursuant to this Section 5.01(a)(iv) ), the Borrower shall use reasonable efforts to describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (v) As soon as available, and in any event not later than sixty thirty (6030) days after the commencement of each fiscal year of the BorrowersBorrower, the budget and projected financial statements forecasts of the Loan Parties for such fiscal yearyear (detailed on a quarterly basis), including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include projected Capital Expenditures and quarterly projections of the Borrowers’ compliance with each of the covenants set forth in Section 5.03 of this Agreementdetail; (vi) As soon as possible and in no event later than five (5) Business Days prior to the occurrence date of any event or circumstance that would require a prepayment required to be made pursuant to Section 2.06(c2.06(c)(iii) or Section 2.06(c)(v), the statement of the chief financial officer a Responsible Officer of the Borrowers Borrower setting forth the details thereof; (vii) As soon as possible and in no event later than thirty five (30) after closing, written notice of the establishment or acquisition by a Loan Party of any new Subsidiary or the issuance of any new Equity Securities of any existing Loan Party; (viii) As soon as possible and in no event later than fifteen (155) Business Days after the receipt thereof by a Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual actual, alleged, suspected or alleged threatened violation of any Environmental Law, applicable maritime laws or any liability of a Loan Party for Environmental Damages involving potential monetary liability to the extent such violation or damages payable by any Loan Party of $10,000,000 or more (alone or in the aggregate in excess of insurance coverage) or which is Environmental Damages could reasonably be expected to result in have a Material Adverse Effect; (ixviii) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any ownership interest in any vessel, a written supplement to Schedule 4.01(h)(1) and (if applicable) Schedule 4.01(h)(2); (x) As soon as possible and in no event later than the earlier of (A) the last day of each calendar quarter and (B) one (1) Business Day after the occurrence of any Event of Default if there has been an acquisition by any Loan Party of any leasehold or ownership interest in real property, a written supplement to Schedule 4.01(h)(3); (xi) Promptly after the same are available, and in any event within five (5) Business Days days after the sending or filing with the Securities and Exchange Commissionthereof, copies of each annual reportany proxy statements, proxy financial statements or financial statement or other report or communication sent reports that the Borrower has made generally available to the stockholders of Parent or any of its Subsidiaries, and shareholders; copies of all annual, any regular, periodic and special reports and or registration statements which Parent, any or prospectuses that Borrower or any of their respective Subsidiaries may file files with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 5.01(a)Commission; (xii) Promptly after the reasonable request by any Lender through the Administrative Agent, copies of any other report or other document that was filed by Parent, any Borrower or any of their respective Subsidiaries, with any Governmental Agency; (xiiiix) As soon as possible and in no event later than after the due date set forth in adoption thereof, a copy of any material amendment or modification to the applicable Vessel Mortgage, the notices, reports, documents and other information required Borrower’s investment policy relating to be provided under Section 5(B) cash equivalents or any other section of the applicable Vessel Mortgageshort-term investments; and (xivx) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the propertiesProperties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Borrowers Borrower with the terms of this Agreement and the other Credit Documents as the Administrative Agent, the Security Trustee Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Sections 5.01(a)(i), (a)(ii) and (a)(viii) 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 on the Commission’s website at xxx.xxx.xxx or on the Borrower’s website at the address communicated to the Administrative Agent and the Lenders in accordance with Section 8.01 or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or any similar website, if any, to which the Administrative Agent and each Lender has access (whether a commercial, third-party website or whether a website sponsored by the Administrative Agent); provided, in each case, that the Borrower shall have notified (which notice may be by facsimile or electronic mail and shall be given in accordance with Section 8.01) the Administrative Agent of the posting of any such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent. The Borrowers Borrower hereby acknowledge acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on one or more Platforms and (b) certain of the Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Borrowers Borrower hereby agree agrees that (w) all Borrower Materials Material that are to may be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state security laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. The Administrative Agent and the Lenders acknowledge and agree that so long as Parent is a publicly reporting company, filings with respect to its financial statements submitted to the U.S. Securities and Exchange Commission within the time periods required by subsections (a)(i), (a)(ii), and (a)(xi) above shall be deemed to satisfy the requirements for the delivery of such financial statements in subsections (a)(i), (a)(ii), and (a)(xi) above.