Common use of Annual Reports Clause in Contracts

Annual Reports. Within one hundred twenty (120) days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within one hundred twenty (120) days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but or one hundred fifty (150) days for the fiscal year ending December 31, 20182017), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 20192018) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within one hundred twenty (120) 90 days after the last day end of each fiscal year of Holdings commencing with (or such earlier date on which the fiscal year ending December 31, 2018 Administrative Borrower is required to file a Form 10-K under the Exchange Act (but one hundred fifty (150) days for the fiscal year ending December 31, 2018including all permitted extensions)), a copy financial information regarding the Administrative Borrower and its Subsidiaries consisting of Consolidated and consolidating balance sheets of the consolidated balance sheet of Holdings Administrative Borrower and its Restricted Subsidiaries as of the last day end of the fiscal such year then ended and the consolidated related statements of income and cash flows of Holdings the Administrative Borrower and its Restricted Subsidiaries for the such fiscal year then endedyear, all prepared in conformity with GAAP and accompanying notes theretocertified, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of such Consolidated Financial Statements, without qualification as to the consolidated financial statements by an opinion scope of an independent public accounting firm of recognized national standing the audit or other accounting firm selected by the Borrower and reasonably acceptable as to the Administrative Agent Borrower being a going concern by Ernst & Young LLP or another nationally recognized independent certified public accountant, together with the report of such accounting firm stating that (which opinion shall be unqualified as to scope, subject to the proviso belowi) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and such Financial Statements fairly present fairly in all material respects the consolidated Consolidated financial condition position of the Administrative Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows of Holdings flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and its Restricted Subsidiaries as of which shall have been disclosed in the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except notes to the extent that such a “going concern” qualification or statement relates to Financial Statements) and (Aii) the report examination by such accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion certificate stating that in the course of the regular audit of the business of the Administrative Borrower and analysis its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial performance covenant contained in Article V has occurred and is continuing or, if in the opinion of Holdings such accounting firm, a Default or Event of Default has occurred and its Restricted Subsidiaries;is continuing in respect of such financial covenant, a statement as to the nature thereof. To the extent the information set forth in this clause (b) is included in the Administrative Borrower’s Annual Report on Form 10-K as filed with the SEC, such information shall be deemed delivered for the purposes hereof.

Annual Reports. Within one hundred twenty (120) 90 days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for no later than the fiscal year ending December 31, 2018date on which Holdings is required to file a Form 10-K under the Exchange Act), a copy of (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Restricted Subsidiaries as of the last day end of the such fiscal year then ended and related consolidated and consolidating (by region or, if requested by the consolidated Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows of Holdings separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an Deloitte & Touche LLP or other independent public accounting firm accountants of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be unqualified qualified as to scopescope or contain any going concern or other qualification), subject to the proviso below) to the effect stating that such financial statements fairly present, in all material respects, the consolidated financial statements have been prepared condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP and present fairly consistently applied, (ii) a management report in all material respects a form reasonably satisfactory to the consolidated Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition and condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries the Consolidated Companies (on a consolidated basis) as of the close end of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except as compared to the extent that such a “going concern” qualification or statement relates to (A) Consolidated Companies’ financial condition, results of operations and cash flows as of the report end of and opinion accompanying the financial statements for the previous fiscal year ending immediately prior to the stated final maturity date and its budgeted results of the Loansoperations and cash flows, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely (iii) a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management management’s discussion and analysis of the financial performance condition and results of Holdings operations for such fiscal year, as compared to the previous fiscal year and its Restricted Subsidiaries(iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day close of each fiscal year of Holdings commencing with the fiscal year ending December 31Borrower, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of Borrower shall furnish to the consolidated balance sheet of Holdings Agent and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated each Bank Consolidated audited statements of income income, changes in shareholder's equity and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to its Subsidiaries for such fiscal year and a Consolidated audited balance sheet of the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings Borrower and its Restricted Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur) with such financial statements to be certified by an independent certified public accounting firm of recognized standing selected by the Borrower and acceptable to the Agent and the Banks. The certificate or report of such accountants shall be free of exception or qualifications not reasonably acceptable to the Agent and the Banks and shall in any event contain a written statement of such accountants substantially to the effect that such accountants examined such financial statements in accordance with generally accepted auditing standards. As soon as practicable, and in any event within ninety (90) days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent and each Bank a consolidating statement of income of the Borrower and its Subsidiaries for such fiscal year; provided that such financial statements shall not contain year and a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date consolidating balance sheet of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt Borrower and which qualification or statement is solely a consequence its Subsidiaries as of the close of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenantsfiscal year, or any financial covenant under any other Indebtedness on a future date or all in a future period; in each case, reasonable detail. All such financial statements shall be accompanied prepared by a customary management discussion the Borrower and analysis certified by the Chief Financial Officer of the Borrower as presenting fairly the consolidating financial performance position of Holdings the Borrower and its Restricted Subsidiaries;Subsidiaries as of the end of such fiscal year and the results of their operations for such fiscal year, in conformity with GAAP (subject to normal and recurring year-end audit adjustments) applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agent and the Banks.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event no later than the earlier to occur of (120x) days the ninetieth (90th) day after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31Borrower, 2018 and (but one hundred fifty y) the tenth (15010th) days for day after the fiscal year ending December 31, 2018), a copy date on which any of the following items are required to be delivered to the Commission, (a) the audited consolidated and unaudited consolidating balance sheet of Holdings the Borrower and its Restricted Subsidiaries as at the end of the last day of the such fiscal year then ended and the consolidated related statements of income consolidated earnings, consolidated shareholders’ equity and consolidated cash flows of Holdings the Borrower and its Restricted Subsidiaries for the such fiscal year then endedyear, and accompanying notes thereto, each in reasonable detail showing in comparative form the corresponding figures for the previous fiscal year in form and substance sufficient to calculate the financial covenants set forth in Section 7.4, and (starting b) an audit report on the items listed in clause (a) hereof (with the fiscal year ending December 31exception of the unaudited consolidating balance sheet) of independent certified public accountants of recognized national standing, 2019) accompanied in the case of which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial statements by an opinion position of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to its Subsidiaries as at the Administrative Agent (which opinion shall be unqualified as to scope, subject to dates indicated and the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of their operations and cash flows of Holdings for the periods indicated in conformity with generally accepted accounting principles as in effect from time to time and its Restricted Subsidiaries as of that the close of and for examination by such fiscal year; provided that accountants in connection with such consolidated financial statements shall not contain a “going concern” qualification or statement, except has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to the extent that such a “going concern” qualification or statement relates to this clause (Aii) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis certificate of such accountants that, in the course of their examination necessary for their certification of the financial performance foregoing, they have obtained no knowledge of Holdings any Default or Unmatured Default under Section 7.4, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist under Section 7.4, stating the nature and its Restricted Subsidiaries;status thereof. With respect to any fiscal year, if all of the foregoing information is fairly, accurately and completely set forth in the Borrower’s Form 10-K filing with the Commission for such fiscal year, the Borrower may deliver such Form 10-K filing in lieu of a separate report setting forth such information, together with the accountant’s certificate described in the prior sentence (which is not part of the Form 10-K); provided, however, that the Borrower must comply with the timing requirements for such delivery whether constituting a Form 10-K filing or another report and must deliver any corresponding compliance certificates hereunder when due.

Annual Reports. Within one hundred twenty (120) 120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 2020 (but one hundred fifty (150) and 180 days for after the last day of the fiscal year ending December 31, 20182019), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) 2021), audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the is solely a consequence of any impending stated final maturity date of the Loansany Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) relates to any actual or potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness on a future date or in a future periodperiod or (C) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within one hundred twenty (120) In addition to the monthly reports required under this Section 6.2 annually, within 90 days after following the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings Parent's and its Restricted Subsidiaries as Subsidiaries' fiscal year, Administrative Borrower shall deliver to Agent an original signed counterpart of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings Parent's and its Restricted Subsidiaries for the fiscal year then endedSubsidiaries' annual financial statement, on a consolidated basis, which statement shall have been audited by, and accompanying notes thereto, each in reasonable detail showing in comparative form bear the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an unqualified opinion of an Borrowers' independent certified public accounting firm of recognized national standing or other accounting firm selected by the Borrower and accountants reasonably acceptable to the Administrative Agent (which opinion i.e. said statement shall be unqualified as to scope, subject to the proviso below"certified" by such accountants) to the effect certifying that the consolidated financial such statements have been prepared in accordance with GAAP and present fairly without any explanatory paragraphs or other qualifying paragraphs, together with a copy of such accountant's letter to management; provided, that for the current fiscal year such certification shall not be required before the date required by the Securities and Exchange Commission. Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, profit and loss statement, income statement, statement of changes in all material respects the consolidated financial condition and results of operations shareholders' equity, and cash flows flows. Administrative Borrower shall provide an interim draft of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements within 60 days after year-end, inclusive of subsequent periods, which draft shall not be required to contain footnotes, until the year-end statements are finalized. Together with the above, Administrative Borrower also shall deliver to Agent Borrowers' Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Parent with the Securities and Exchange Commission as soon as the same are filed, any press releases of Borrowers, and any other information that is provided by a “going concern” qualification or statementBorrower to its shareholders, except and any other report reasonably requested by Agent relating to the extent that such a “going concern” qualification or statement relates to (A) the report financial condition of Parent and opinion accompanying the financial statements for the fiscal year ending immediately prior its Subsidiaries. Prior to the stated final maturity date of the LoansClosing Date, Permitted Pari Passu Refinancing DebtBorrowers shall have issued written instructions to their independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrowers that Agent may request. Borrowers hereby irrevocably authorize and direct all auditors, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenantsaccountants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each casethird parties to deliver to Agent, such financial statements shall be accompanied by a customary management discussion and analysis at Borrowers' expense, copies of the financial performance of Holdings Parent's and its Restricted Subsidiaries;' financial statements, papers related thereto, and other accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Parent's and its Subsidiaries' business affairs and financial condition.

Annual Reports. Within one hundred twenty (120) 120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) or 150 days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing (for fiscal years of Holdings ending December 31, 2018 and thereafter) in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31year, 2019) audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such an impending stated final maturity date or (B) relates to any potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within one hundred twenty As soon as available and in any event within 90 days (120or such earlier date on which Regency MLP is required to file a Form 10-K under the Exchange Act) days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries Regency MLP as of the last day end of such fiscal year and related consolidated income statements and statements of cash flows and changes in member interests for such fiscal year, in comparative form with such financial statements as of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then endedend of, and accompanying for, the preceding fiscal year, and notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an Xxxxx Xxxxxxxx LLP or other independent public accounting firm accountants of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent (which opinion shall not be unqualified qualified as to scopescope or contain any going concern or other qualification), subject to the proviso below) to the effect stating that such financial statements fairly present, in all material respects, the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and condition, results of operations and cash flows of Holdings Regency MLP and its Restricted Subsidiaries as of the close dates and for the periods specified in accordance with GAAP, (ii) a narrative report and management’s discussion and analysis, in reasonable detail, of the financial condition and results of operations of Borrower for such fiscal year; provided , as compared to amounts for the previous fiscal year (it being understood that the information required by clauses (i) and (ii) may be furnished in the form of a Form 10-K), and (iii) as soon as reasonably available and in any event within 120 days after the end of each fiscal year, each Joint Venture’s consolidated balance sheet, income statement and cash flow statement for such fiscal year prepared in accordance with GAAP (with footnotes to such financial statements shall statements), together with an audit report thereon by an independent accounting firm of established national reputation. At any time at which the information described in clauses (i) and (ii) above is required to be delivered hereunder but Regency MLP is not contain a “going concern” qualification or statement, except subject to the extent that such Exchange Act Provisions, Regency MLP shall also furnish a “going concern” qualification or statement relates to management report in reasonable detail setting forth (A) the report statement of income items and opinion accompanying the financial statements Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, key operational information and statistics for such financial statements shall be accompanied by a customary management discussion fiscal year consistent with internal and analysis of the financial performance of Holdings and its Restricted Subsidiariesindustry-wide reporting standards;

Annual Reports. Within one hundred twenty Borrower shall furnish, or cause to be furnished, to Lender annually, within ninety (12090) days after following the last day end of each fiscal year Fiscal Year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)Borrower, a complete copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated Borrower’s annual financial statements audited by an opinion of an independent public a “Big Four” accounting firm of recognized national standing or other accounting firm selected by the Borrower and independent certified public accountant reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared Lender in accordance with GAAP the Acceptable Accounting Basis and, if applicable, the requirements of Regulation AB covering the Property for such Fiscal Year and present fairly in all material respects containing statements of profit and loss for Borrower and the consolidated Property and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations and cash flows of Holdings and its Restricted Subsidiaries as of for the close of and Property for such fiscal year; provided that such financial statements Fiscal Year and shall include, but not contain a “going concern” qualification or statementbe limited to, except to the extent that such a “going concern” qualification or statement relates to (A) the report amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such Net Cash Flow. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Property being reported upon and has been prepared in accordance with the Acceptable Accounting Basis and, if required, the requirements of Regulation AB, (ii) an unqualified opinion of a customary management discussion and analysis “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (iii) a rent roll for the subject Fiscal Year, (iv) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a list of tenants, if any, occupying more than ten percent (10%) of the total floor area of the Improvements, (v) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a breakdown showing the year in which each Lease then in effect expires and the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, and (vi) a schedule audited by such accounting firm or independent certified public accountant reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such accounting firm or independent certified public accountant. Notwithstanding the immediately preceding sentence, for so long as the Ionis Lease is in full force and effect and no Event of Default exists, Borrower shall only be required to furnish, or cause to be furnished, to Lender annually, within ninety (90) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial performance statements prepared by a certified public accountant acceptable to Lender (it being understood that such certified public accountant may be an employee of Holdings Sponsor) in accordance with the Acceptable Accounting Basis and, if applicable, the requirements of Regulation AB covering the Property for such Fiscal Year and its Restricted Subsidiaries;containing statements of profit and loss for Borrower and the Property and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Property for such Fiscal Year and shall include, but not be limited to, amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income and Net Cash Flow. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Property being reported upon and has been prepared in accordance with the Acceptable Accounting Basis and, if required, the requirements of Regulation AB, (ii) intentionally omitted, (iii) a rent roll for the subject Fiscal Year, (iv) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a list of tenants, if any, occupying more than ten percent (10%) of the total floor area of the Improvements, (v) unless shown on the rent roll delivered to Lender pursuant to clause (iii) above, a breakdown showing the year in which each Lease then in effect expires and the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, and (vi) a schedule prepared by the applicable certified public accountant or certified public accounting firm reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such certified public accountant or accounting firm.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within (120i) five (5) Business Days of the date hereof with respect to the fiscal year ended November 30, 1997 and (ii) for each other fiscal year, within ninety (90) days after the last day end of each such fiscal year of Holdings commencing with the fiscal year ending December 31year, 2018 (but one hundred fifty (150a) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries as at the end end of the last day of the such fiscal year then ended and the related consolidated statements of income income, stockholders' equity and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the such fiscal year then endedyear, and accompanying notes thereto, each in reasonable detail showing in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in SECTION 7.4 and (starting with b) an audit report on the fiscal year ending December 31items listed in CLAUSE (a) hereof (other than the consolidating schedules) of independent certified public accountants of recognized national standing, 2019) accompanied in the case of which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial statements by an opinion position of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to its Subsidiaries as at the Administrative Agent (which opinion shall be unqualified as to scope, subject to dates indicated and the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of their operations and cash flows of Holdings for the periods indicated in conformity with Agreement Accounting Principles and its Restricted Subsidiaries as of that the close of and for examination by such fiscal year; provided that accountants in connection with such consolidated financial statements shall not contain a “going concern” qualification or statement, except has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to the extent that such a “going concern” qualification or statement relates to this CLAUSE (Aiii) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary (x) any management discussion letter identifying material weaknesses in internal accounting controls prepared by the above-referenced accountants and analysis available at the time of delivery of the financial performance statements delivered under this CLAUSE (iii), (y) a certificate of Holdings such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and its Restricted Subsidiaries;status thereof; PROVIDED, notwithstanding the foregoing, the certificate required under clause (y) with respect to the fiscal year ended November 30, 1997 shall be required to be made within five (5) Business Days of the date hereof. In the event any management letter identifying material weaknesses in internal accounting controls prepared by the above- referenced accountants is delivered to the Borrower at any other time, the Borrower shall promptly, but in any event within ten (10) Business Days of the delivery thereof to the Borrower, deliver a copy thereof to the Agent and the Lenders.

Annual Reports. Within one hundred twenty (120) As soon as available and in any event within 91 days after the last day end of each fiscal year Fiscal Year (or, in the case of Holdings commencing with the fiscal year ending audited reports due for Fiscal Year 2008 and Fiscal Year 2009, on or prior to December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 20182009), a copy of the consolidated Consolidated and consolidating balance sheet of Holdings the Borrower and its Restricted Consolidated Subsidiaries as of the last day end of the fiscal year then ended such Fiscal Year and the consolidated related Consolidated statements of income and operations, cash flows of Holdings and its Restricted Subsidiaries stockholders’ equity for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, setting forth in each in reasonable detail showing case in comparative form the figures for the previous fiscal year (starting Fiscal Year, all prepared in conformity with GAAP and certified, without qualification as to the scope of the audit or as to the Borrower being a going concern, by the Borrower’s Accountants, together with the fiscal year ending December 31, 2019) accompanied in the case report of the consolidated financial statements by an opinion of an independent public such accounting firm stating that (i) such Financial Statements fairly present the Consolidated financial condition of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such accounting firm shall concur and that shall have been disclosed in the notes to the Administrative Agent Financial Statements) and (which opinion shall be unqualified as to scope, subject to ii) the proviso below) to the effect that the consolidated financial statements have examination by such accounting firm in connection with such Financial Statements has been prepared made in accordance with GAAP generally accepted auditing standards; provided, however notwithstanding anything to the contrary contained in this clause (a), the Borrower shall be required to provide, within 91 days after the end of Fiscal Year 2009, unaudited Consolidated and present fairly in all material respects consolidating balance sheet of the consolidated financial condition and results of operations and cash flows of Holdings Borrower and its Restricted Consolidated Subsidiaries as of the close such Fiscal Year and the related unaudited Consolidated statements of operations, cash flows and stockholders’ equity for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statementFiscal Year, except to setting forth in each case in comparative form the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements figures for the fiscal year ending immediately prior previous Fiscal Year, all prepared in conformity with GAAP and certified by the Borrower’s chief executive officer, chief financial officer or chief accounting officer that, subject to adjustments to reflect the stated final maturity date Accounting Investigation and any Restatement (i) such Financial Statements fairly present the Consolidated financial condition of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt Borrower and which qualification or statement is solely a consequence its Subsidiaries as at the dates indicated and the results of such impending stated final maturity date or (B) any potential inability to satisfy their operations and cash flow for the Financial Covenants, or any financial covenant under any other Indebtedness periods indicated in conformity with GAAP applied on a future date or in a future period; in each case, such financial statements basis consistent with prior years (except for changes with which the Borrower’s Accountants shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;concur).

Annual Reports. Within one hundred twenty (120) days (or one hundred fifty (150) days in the case of the fiscal year ending December 31, 2014) after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)Holdings, a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31year, 2019) accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing selected by the Borrowers or (ii) any other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided provided, that such financial statements shall not contain a “going concern” qualification or statement, except to the extent (and only to the extent) that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Incremental Equivalent Debt, Second Lien Obligations, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future perioddate; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31year, 2018 (but one hundred fifty (150a) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries as at the end of the last day of the such fiscal year then ended and the related consolidated statements of income income, stockholders' equity and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the such fiscal year then endedyear, and accompanying notes thereto, each in reasonable detail showing in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in SECTION 7.4, (starting with b) a schedule from the fiscal year ending December 31Borrower setting forth for each item in CLAUSE (a) hereof, 2019) accompanied in the case of corresponding figures from the consolidated financial statements by budget for the current fiscal year delivered pursuant to SECTION 7.1(A)(iv), and (c) an opinion audit report on the items listed in CLAUSE (a) hereof of an independent certified public accounting firm accountants of recognized national standing or other accounting firm selected by standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Borrower and reasonably acceptable to its Subsidiaries as at the Administrative Agent (which opinion shall be unqualified as to scope, subject to dates indicated and the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of their operations and cash flows of Holdings for the periods indicated in conformity with Agreement Accounting Principles and its Restricted Subsidiaries as of that the close of examination by such accountants in connection with such consolidated and for such fiscal year; provided that such consolidating financial statements shall not contain a “going concern” qualification or statement, except has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to the extent that such a “going concern” qualification or statement relates to this CLAUSE (Aii) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by (x) any management letter prepared by the above-referenced accountants, (y) a customary management discussion and analysis certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof, and (z) a letter from such accountants addressed to the Lenders acknowledging that the Lenders are extending credit in primary reliance on such financial performance of Holdings statements and its Restricted Subsidiaries;authorizing such reliance.

Annual Reports. Within one hundred twenty Other than with respect to the periods covered by Section 7.1(A)(iv), as soon as practicable, and in any event within ninety-five (12095) days after the last day end of each fiscal year year, (a) so long as the Borrower is a reporting company under the Securities and Exchange Act of Holdings commencing with 1934, the fiscal year ending December 31Borrower's annual report on Form 10-K (or any replacement form adopted by the Commission) and (b) if the Borrower is no longer a reporting company under the Securities and Exchange Act of 1934, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries as at the end of the last day of the such fiscal year then ended and the related consolidated statements of income income, stockholders' equity and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the such fiscal year then endedyear, and accompanying notes thereto, each in reasonable detail showing in comparative form the corresponding figures for the previous fiscal year (starting along with consolidating schedules in form and substance sufficient to calculate the fiscal year ending December 31financial covenants set forth in Section 7.4, 2019) accompanied and, in the case of the consolidated either case, an audit report on such financial statements by an opinion (other than the consolidating schedules) of an independent certified public accounting firm accountants of recognized national standing or other accounting firm selected by standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Borrower and reasonably acceptable to its Subsidiaries as at the Administrative Agent (which opinion shall be unqualified as to scope, subject to dates indicated and the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of their operations and cash flows of Holdings for the periods indicated in conformity with Agreement Accounting Principles and its Restricted Subsidiaries as of that the close of examination by such accountants in connection with such consolidated and for such fiscal yearconsolidating financial statements has been made in accordance with generally accepted auditing standards; provided provided, however, that all such financial statements information and certifications shall not contain a “going concern” qualification or statement, except be subject to the extent that such a “going concern” qualification Catalina Re-Audit and any restatements of or statement relates modifications to (A) the report and opinion accompanying the financial statements or financial information resulting therefrom up to the Financial Information Restatement Limit; provided, further, that failure to deliver any audited document required pursuant to this Section for the fiscal year ending immediately March 31, 2004 prior to the stated final maturity date completion of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt Catalina Re-Audit shall not be deemed to be a breach of this Agreement or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant Default under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;Article VIII hereof.

Annual Reports. Within one hundred twenty (120) As soon as available, but in any event not later than […***…] days after the last day close of each fiscal year Fiscal Year, Borrower will furnish to Lender the unaudited balance sheet as at the end of Holdings commencing such Fiscal Year, and unaudited income statements and cash flow statements for Borrower for such Fiscal Year, and the notes thereto, setting forth in each case, starting with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days financial statements for the fiscal year ending December 31, 2018)2014, a copy of in comparative form figures for the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of previous Fiscal Year, all in reasonable detail, fairly presenting the last day of the fiscal year then ended financial position and the consolidated statements results of income operations of Borrower as at the date thereof and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year Fiscal Year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly (other than the exclusion of footnotes not ordinarily included in all material respects interim period financial statements). In addition, as soon as available, but in any event not later than (A) if the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of Borrower has not consummated an Initial Public Offering, […***…] days after the close of each Fiscal Year or (B) if the Borrower has consummated an Initial Public Offering, […***…] days after the close of each Fiscal Year, Borrower will furnish to Lender the audited balance sheet as at the end of such Fiscal Year, and income statements, cash flow statements and changes in stockholders’ equity for Borrower for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statementFiscal Year, except to and the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying notes thereto, setting forth in each case, starting with the financial statements for the fiscal year ending immediately prior to December 31, 2014, in comparative form figures for the stated final maturity previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of Borrower as at the date of thereof and for the LoansFiscal Year then ended, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or prepared in a future period; in each case, such financial accordance with GAAP. The audited annual statements shall be examined in accordance with generally accepted auditing standards by and, accompanied by a customary management discussion and analysis report thereon of the financial performance independent certified public accountants of Holdings and its Restricted Subsidiaries;recognized standing selected by Borrower. *Confidential Treatment Requested

Annual Reports. Within Borrower shall furnish, or cause to be furnished, to Lender annually, within one hundred twenty five (120105) days after following the last day end of each fiscal year Fiscal Year of Holdings commencing Borrower, a complete copy of Borrower’s annual financial statements certified, and if an Event of Default exists, audited, by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender (and Lender hereby approves Xxxxx Xxxxxxxx LLP) in accordance with GAAP (or such other sound accounting basis consistently applied, as may be acceptable to Lender in Lender’s reasonable discretion) and the fiscal year ending December 31, 2018 (but one hundred fifty (150) days requirements of Regulation AB covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Property and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the fiscal year ending December 31Property for such Fiscal Year and shall include, 2018)but not be limited to, amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures and Net Operating Income. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Property being reported upon and has been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and the requirements of Regulation AB, (ii) an unqualified opinion of a copy “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (iii) a list of tenants, if any, occupying more than ten percent (10%) of the consolidated balance sheet total floor area of Holdings the Improvements, (iv) a breakdown showing the year in which each Lease then in effect expires and its Restricted Subsidiaries the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, (v) a summary setting forth each of the following with respect to the Property for such year: (A) rent per square foot payable by each tenant and (B) aggregate occupancy of the Property by anchor space and in-line store space as of the last day of the fiscal such year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended(vi) a schedule certified by Borrower reconciling Net Operating Income to Net Cash Flow, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;Borrower.

Annual Reports. Within one hundred twenty (120) 120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 2020 (but one hundred fifty (150) and 180 days for after the last day of the fiscal year of Holdings ending December 31, 20182019), and within 120 days after the last day of each subsequent fiscal year thereafter, a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) 2021), audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that (A) such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (AAI) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the is solely a consequence of any impending stated final maturity date of the Loansany Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt (BII ) relates to any actual or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness on a future date or in a future periodperiod or (CIII) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of Holdings ending December 31, 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of such fiscal year (or such longer period commencing prior to the Closing Date and ending on the last day of such fiscal year);

Annual Reports. Within one hundred twenty (120) Commencing with the Fiscal Year ended March 31, 2014, as soon as available, and in any event within 90 days after the last day end of each fiscal year of Holdings commencing with Fiscal Year, (i) the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated Consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries as of the last day end of the fiscal year then ended such Fiscal Year and the consolidated related Consolidated statements of income income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries flow for the fiscal year then ended, and accompanying notes theretosuch Fiscal Year, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and GAAP, together with a certification by the Group Members’ Accountants that (A) such Consolidated Financial Statements fairly present fairly in all material respects the consolidated Consolidated financial condition and position, results of operations and cash flows flow of Holdings the Borrower and its Restricted Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (B) in the course of the regular audit of the businesses of the Group Members, which audit was conducted in accordance with the standards of the United States’ Public Company CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. Accounting Oversight Board (or any successor entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of any financial covenant contained in Article V has occurred and is continuing or, if in the opinion of the Group Members’ Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (B) may be limited or omitted to the extent required by accounting rules or guidelines); and (ii) a supplemental consolidating balance sheet as of the close end of such Fiscal Year and related consolidating statements of income, and cash flow for such Fiscal Year of the Borrower, together with a certification by a Responsible Officer of the Borrower that such consolidating Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower and Group Members as at the dates indicated and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or periods indicated therein in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;accordance with GAAP.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31Fiscal Year, 2018 (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018), a copy of the consolidated and consolidating balance sheet sheets of Holdings (A) the Parent and its Restricted Subsidiaries as at the end of such Fiscal Year and (B) to the last day extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and each Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the fiscal year then ended related consolidated and the consolidated consolidating statements of income income, shareholders' equity and cash flows flow of Holdings (A) the Parent and its Restricted Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and each Borrower and its Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, setting forth in each in reasonable detail showing case in comparative form the corresponding figures for the previous fiscal year Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to SECTION 8.01(F), as applicable, and (starting with the fiscal year ending December 31, 2019ii) accompanied in the case a report on such Financial Statements of the consolidated financial statements by an opinion Parent and its Subsidiaries of an independent public accounting firm of recognized national standing Axxxxx Axxxxxxx LLP or other accounting firm selected by the Borrower and reasonably independent certified public accountants acceptable to the Administrative Agent (Agent, which opinion report shall be unqualified as to scopeand shall state that such Financial Statements fairly present the consolidated and consolidating financial position of the Parent and its Subsidiaries and, subject to the proviso below) extent included in the Parent's annual Financial Statements, Leasing Affiliate and its Subsidiaries and each Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Axxxxx Axxxxxxx LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the effect Financial Statements) and that the consolidated financial statements have examination by such accountants in connection with such Financial Statements has been prepared made in accordance with GAAP and present fairly generally accepted auditing standards. Notwithstanding the foregoing, in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to event (A) the filing of the Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and opinion accompanying ASOC has provided Agent with written notice of such delay by the financial statements due date for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt reports required for such Fiscal Year under this CLAUSE (C) and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability the Borrowers shall deliver either the required reports or interim good faith estimates of the information required to satisfy be reported under this CLAUSE (C) within one hundred (100) days after the Financial Covenantsend of each Fiscal Year, upon delivery of such required reports or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, interim estimates within such financial statements period the Borrowers shall be accompanied by a customary management discussion and analysis deemed to have complied with the requirements of this CLAUSE (C) with respect to such Fiscal Year PROVIDED THAT the financial performance Borrowers deliver the required reporting substantially concurrently with Parent's filing of Holdings and its Restricted Subsidiaries;annual report with the Commission.

Annual Reports. Within one hundred twenty Commencing with the Fiscal Year ended March 31, 2013, as soon as available, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with Fiscal Year, (A) the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated Consolidated balance sheet of Holdings CDF1 and its Restricted Subsidiaries as of the last day end of the fiscal year then ended such Fiscal Year and the consolidated related Consolidated statements of income income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries flow for the fiscal year then ended, and accompanying notes theretosuch Fiscal Year, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and GAAP, together with a certification by the Accountants that (i) such Consolidated Financial Statements fairly present fairly in all material respects the consolidated Consolidated financial condition and position, results of operations and cash flows flow of Holdings CDF1 and its Restricted Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of CDF1 and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Accountants have obtained no knowledge that a financial related Default has occurred and is continuing or, if in the opinion of the Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (A)(ii) may be limited or omitted to the extent required by accounting rules or guidelines) and (B) the Consolidated balance sheet of the Borrower and its Subsidiaries as of the close end of such Fiscal Year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Accountants that (i) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such fiscal year; provided Accountants have obtained no knowledge that a financial related Default has occurred and is continuing or, if in the opinion of the Accountants such financial statements shall not contain a “going concern” qualification Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (B)(ii) may be limited or statement, except omitted to the extent that such a “going concern” qualification required by accounting rules or statement relates guidelines). Notwithstanding the foregoing, on and after the Discharge of the CDF1 Credit Agreement Obligations, the requirement of the Loan Parties to deliver the items set forth in clause (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements first sentence above shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;terminate. CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31Fiscal Year, 2018 (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018), a copy of the consolidated and consolidating balance sheet sheets of Holdings (A) the Parent and its Restricted Subsidiaries as at the end of such Fiscal Year and (B) to the last day extent the same are routinely and regularly prepared, each Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the fiscal year then ended related consolidated and the consolidated consolidating statements of income income, shareholders' equity and cash flows flow of Holdings (A) the Parent and its Restricted Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing and its Subsidiaries and each Borrower and its Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, setting forth in each in reasonable detail showing case in comparative form the corresponding figures for the previous fiscal year Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to Section 8.01(f), as applicable, and (starting with the fiscal year ending December 31, 2019ii) accompanied in the case a report on such consolidated Financial Statements of the consolidated financial statements by an opinion Parent and its Subsidiaries of an independent public accounting firm of recognized national standing KPMG Peat Marwick LLP or other accounting firm selected by the Borrower and reasonably independent certified public accountants acceptable to the Administrative Agent (Agent, which opinion report shall be unqualified as to scope, subject the scope of the audit performed and as to the proviso below) to "going concern" status of the effect Parent and its Subsidiaries, shall not contain any other Impermissible Qualification, and shall state that such Financial Statements fairly present the consolidated financial statements position of the Parent and its Subsidiaries and, to the extent included in the Parent's annual Financial Statements, Leasing and its Subsidiaries and each Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which KPMG Peat Marwick LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been prepared disclosed in the notes to the Financial Statements) and that the examination by such accountants in connection with such Financial Statements has been made in accordance with GAAP and present fairly generally accepted auditing standards. Notwithstanding the foregoing, in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to event (A) the filing of the Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and opinion accompanying Parent has provided Agent with written notice of such delay by the financial statements due date for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt reports required for such Fiscal Year under this clause (c) and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability the Borrowers shall deliver either the required reports or interim good faith estimates of the information required to satisfy be reported under this clause (c) within one hundred five (105) days after the Financial Covenantsend of such Fiscal Year, upon delivery of such required reports or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, interim estimates within such financial statements period the Borrowers shall be accompanied by a customary management discussion and analysis deemed to have complied with the requirements of this clause (c) with 77 respect to such Fiscal Year; provided that Borrowers deliver the financial performance required reporting substantially concurrently with Parent's filing of Holdings and its Restricted Subsidiaries;annual report with the Commission.

Annual Reports. Within one hundred twenty eighty (120180) days after the last day of each fiscal year of Holdings the Borrower commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)2020, a copy of the consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries (that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Borrower and its consolidated Subsidiaries) as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 20192020) (provided that the Borrower shall be permitted to deliver its 10-K within such timeframe to satisfy the above financial delivery requirement) accompanied in the case of the consolidated financial statements by an annual audit opinion of an independent public accounting firm of from nationally recognized national standing auditors or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified not be subject to any qualification, exception or explanatory paragraph as to scope“going concern” or scope of the audit, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not may contain a “going concern” qualification qualification, exception or statementexplanatory paragraph that is expressly solely with respect to, except to the extent that such a “going concern” qualification or statement relates to expressly resulting from, (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final an upcoming maturity date of the LoansLoans or any other Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial CovenantsCovenant, or any financial covenant under any other Indebtedness on a future date or in a future periodperiod or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings the Borrower and its Restricted Subsidiaries;.

Annual Reports. Within one hundred twenty (120) days (or one hundred fifty (150) days in the case of the fiscal year ending December 31, 2014) after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)Holdings, a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31year, 2019) accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing selected by the Borrowers or (ii) any other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided provided, that such financial statements shall not contain a “going concern” qualification or statement, except to the extent (and only to the extent) that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Incremental Equivalent Debt, First Lien Obligations, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future perioddate; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within Borrower shall furnish, or cause to be furnished, to Lender annually, within one hundred twenty (120) days after following the last day end of each fiscal year Fiscal Year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)Borrower, a complete copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated Borrower’s annual financial statements audited by an opinion of an independent public a “Big Four” accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably independent certified public accountant acceptable to the Administrative Agent Lender (which opinion shall be unqualified as it being agreed that Xxxxxx LLP is acceptable to scope, subject to the proviso belowLender) to the effect that the consolidated financial statements have been prepared in accordance with GAAP GAAP, income tax basis or such other accounting basis selected by Borrower and present fairly in all material respects acceptable to Lender and the consolidated requirements of Regulation AB covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Property and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations and cash flows of Holdings and its Restricted Subsidiaries as of for the close of and Property for such fiscal year; provided that such financial statements Fiscal Year and shall include, but not contain a “going concern” qualification or statementbe limited to, except to the extent that such a “going concern” qualification or statement relates to (A) the report amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such Net Cash Flow. Borrower’s annual financial statements shall be accompanied by (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Property being reported upon and has been prepared in accordance with GAAP, income tax basis or such other accounting basis selected by Borrower and acceptable to Lender and the requirements of Regulation AB, (ii) an unqualified opinion of a customary management discussion and analysis “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being agreed that Xxxxxx LLP is acceptable to Lender), (iii) a list of tenants, if any, occupying more than ten percent (10%) of the financial performance total floor area of Holdings the Improvements, (iv) a breakdown showing the year in which each Lease then in effect expires and its Restricted Subsidiaries;the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, (v) a schedule audited by such accounting firm or independent certified public accountant reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such accounting firm or independent certified public accountant, and (vi) a statement from a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being agreed that Xxxxxx LLP is acceptable to Lender) setting forth in reasonable detail Guarantor’s Net Worth and Liquid Assets as of the end of such prior calendar year certified by Guarantor as true, correct, accurate and complete.

Annual Reports. Within one hundred twenty (120) Not later than 120 days after the last day end of each fiscal year (provided that, for each of Holdings commencing with the fiscal year ending ended December 31, 2018 2019 and the fiscal year ended December 31, 2020, such deliveries under this Section 5.01(a) shall be required to be delivered not later than 150 days after the end of such fiscal year), (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018)2017, a copy (A) the consolidated statements of income, cash flows and members’ equity of Xxxx Group LLC for the period commencing January 1, 2017 and ending October 1, 2017 and (B) the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day end of the such fiscal year then ended and the related consolidated statements of income and income, cash flows and members’ equity for the period commencing October 2, 2017 and ending on December 31, 2017; and (ii) for each fiscal year ending after December 31, 2017, the consolidated balance sheet of Holdings and its Restricted Subsidiaries for as of the end of such fiscal year then endedand related consolidated statements of income, cash flows and members’ equity for such fiscal year, and accompanying notes thereto, each in reasonable detail showing in comparative form commencing with the figures financial statements for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied , in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, in each case of the clauses (i) and (ii), (x) which consolidated statements shall be accompanied by a certificate of a Financial Officer stating that such financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition position and results of operations and cash flows of Holdings and its Restricted consolidated Subsidiaries as of the close of dates and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except the periods to the extent that such a “going concern” qualification or statement relates to which they relate in accordance with GAAP and (Ay) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial consolidated statements shall be accompanied by a customary management discussion and analysis an unqualified opinion of Xxxxx & Xxxxx or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders) (which opinion shall not be qualified as to scope or contain any going concern or other material qualification (other than qualifications related to (i) an upcoming maturity date under any Indebtedness and (ii) any prospective or actual default or event of default of any financial performance maintenance covenant (including the covenants set forth in Section 6.09)) stating that such financial statements present fairly in all material respects the financial position and results of operations and cash flows of Holdings and its Restricted Subsidiaries;consolidated Subsidiaries as of the dates and for the periods to which they relate.

Annual Reports. Within one hundred twenty ninety (12090) days after the last day of each fiscal year of Holdings the Borrower commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)2019, a copy of the consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries (that, together with its combined and consolidated Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries) as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 20192020) (provided that the Borrower shall be permitted to deliver its 10-K within such timeframe to satisfy the above financial delivery requirement) accompanied in the case of the consolidated financial statements by an annual audit opinion of an independent public accounting firm of from nationally recognized national standing auditors or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified not be subject to any qualification, exception or explanatory paragraph as to scope“going concern” or scope of the audit, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not may contain a “going concern” qualification qualification, exception or statementexplanatory paragraph that is expressly solely with respect to, except to the extent that such a “going concern” qualification or statement relates to expressly resulting from, (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final an upcoming maturity date of the LoansLoans or any other Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future periodperiod or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings the Borrower and its Restricted Subsidiaries;.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31Fiscal Year, 2018 (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018), a copy of the consolidated and consolidating balance sheet sheets of Holdings (A) the Parent and its Restricted Subsidiaries as at the end of such Fiscal Year and (B) to the last day extent the same are routinely and regularly prepared, each Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the fiscal year then ended related consolidated and the consolidated consolidating statements of income income, shareholders' equity and cash flows flow of Holdings (A) the Parent and its Restricted Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing and its Subsidiaries and each Borrower and its Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, setting forth in each in reasonable detail showing case in comparative form the corresponding figures for the previous fiscal year Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to Section 8.01(f), as applicable, and (starting with the fiscal year ending December 31, 2019ii) accompanied in the case a report on such consolidated Financial Statements of the consolidated financial statements by an opinion Parent and its Subsidiaries of an independent public accounting firm of recognized national standing Axxxxx Axxxxxxx LLP or other accounting firm selected by the Borrower and reasonably independent certified public accountants acceptable to the Administrative Agent (Agent, which opinion report shall be unqualified as to scope, subject the scope of the audit performed and as to the proviso below) to "going concern" status of the effect Parent and its Subsidiaries, shall not contain any other Impermissible Qualification, and shall state that such Financial Statements fairly present the consolidated financial statements position of the Parent and its Subsidiaries and, to the extent included in the Parent's annual Financial Statements, Leasing and its Subsidiaries and each Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Axxxxx Axxxxxxx LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been prepared disclosed in the notes to the Financial Statements) and that the examination by such accountants in connection with such Financial Statements has been made in accordance with GAAP and present fairly generally accepted auditing standards. Notwithstanding the foregoing, in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to event (A) the filing of the Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and opinion accompanying Parent has provided Agent with written notice of such delay by the financial statements due date for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt reports required for such Fiscal Year under this clause (c) and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability the Borrowers shall deliver either the required reports or interim good faith estimates of the information required to satisfy be reported under this clause (c) within one hundred five (105) days after the Financial Covenantsend of such Fiscal Year, upon delivery of such required reports or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, interim estimates within such financial statements period the Borrowers shall be accompanied by a customary management discussion and analysis deemed to have complied with the requirements of this clause (c) with respect to such Fiscal Year; provided that Borrowers deliver the financial performance required reporting substantially concurrently with Parent's filing of Holdings and its Restricted Subsidiaries;annual report with the Commission.

Annual Reports. Within one hundred twenty (120) days after the last day By January 31 of each fiscal year of Holdings commencing this OLSA, the Tribe shall provide the PUD with a written annual report (similar in form and substance to Attachment D) summarizing the fiscal year ending December 31activities undertaken and funds expended for each authorized purpose under the Conservation Program during the preceding calendar year. Within the same timeframe, 2018 the Tribe shall provide the Technical Committee with a similar report summarizing activities undertaken within each authorized purpose of the Conservation Program (but one hundred fifty (150subsection 6.5) days for the fiscal year ending December 31calendar year. The PUD shall not request, 2018)nor shall the Tribe be required to provide, sensitive information not related to the subject matter of this OLSA. The PUD shall notify the Tribe if it has any concerns about the annual report within 30 days of receipt. The Tribe shall make a good faith effort to address any concerns that are within the scope of what the Tribe is required to provide under this subsection, and shall provide the PUD with a revised annual report within 30 days of receiving notice of the PUD’s concerns. The revised annual report shall be considered final unless the PUD initiates arbitration pursuant to the paragraph below. If the PUD does not initiate arbitration within 30 days of receiving the revised annual report, the PUD shall waive such right as well as all future claims that the Tribe has mismanaged funds during the preceding calendar year. In the event that: (1) the Tribe does not provide a written annual report to the PUD by the January 31 deadline; or (2) the PUD reasonably believes, based on the content of or an omission from the revised annual report provided by the Tribe pursuant to the paragraph above, that the Tribe has managed or expended Conservation Program funds in a grossly negligent manner, the PUD shall have the right to initiate arbitration under subsection 8.3. The PUD shall have the right to suspend payments due under subsection 6.4 until the arbitration is completed, and any such suspension shall not constitute a material breach under subsection 4.4. If the arbitrator finds that the Tribe managed or expended Conservation Program funds in a grossly negligent manner, the PUD may treat that as a finding of material breach and terminate this OLSA under subsection 4.2. If the Washington State Auditor requests information from the PUD concerning the Tribe’s use of funds provided by the PUD under this Section, and if that information has not been provided by the Tribe in its annual report pursuant to the preceding paragraph, the PUD shall provide the Tribe with a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as Washington State Auditor’s request for information. The Tribe shall cooperate with the PUD to timely respond to the Washington State Auditor’s request unless the Tribe concludes in good faith that to do so would harm the Tribe’s sovereign interests, in which case the PUD shall have the right to initiate dispute resolution under Section 8 to determine whether such conclusion was made in good faith. The PUD shall have the right to suspend payments during the pendency of the last day dispute resolution process, and any suspension based on a good faith belief that such suspension is justified shall not constitute a material breach under subsection 4.4. Nothing in this subsection, including the requirement to cooperate in responding to information requests from the State Auditor, shall be construed as obligating the Tribe to adhere to any particular state government audit standards. If the arbitrator finds that the PUD’s suspension of payment under this subsection was not made in good faith, the fiscal year then ended PUD shall pay the Tribe the balance due up to that date under subsection 6.4 and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in Tribe’s reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that attorney fees. The Tribe may also treat such a “going concern” qualification or statement relates to (A) the report finding as a material breach and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant terminate this OLSA under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;subsection 4.2.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days (or such shorter period of time as is required by the Securities and Exchange Commission for delivery of annual financial statements) after the last day end of each fiscal year of Holdings commencing with (including the fiscal year ending ended on or about December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 20182001), a copy of (a) the consolidated and consolidating balance sheet of Holdings the Borrower and its Restricted Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, stockholders' equity and cash flow of the last day of the Borrower and its Subsidiaries for such fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then endedand, and accompanying notes thereto, each in reasonable detail showing in comparative form the corresponding figures for the previous fiscal year and (starting with b) an audit report on the fiscal year ending December 31, 2019items (other than the consolidating financial statements) accompanied listed in the case clause (a) hereof of the consolidated financial statements by an opinion of an independent certified public accounting firm accountants of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (standing, which opinion audit report shall be unqualified as to scope, subject to the proviso below) to the effect and shall state that the consolidated such financial statements have been prepared in accordance with GAAP and fairly present fairly in all material respects the consolidated financial condition position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows of Holdings flow for the periods indicated in conformity with Agreement Accounting Principles and its Restricted Subsidiaries as that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. Delivery within the time period specified above of the close of and Borrower's Annual Report on Form 10-K for such fiscal year; provided that such financial statements year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the Commission shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability be deemed to satisfy the Financial Covenantsforegoing requirements of this Section 6.1(A)(iii), or any financial covenant under any other Indebtedness on a future date or provided that the auditors' report contained therein satisfies the requirements specified in a future period; in each case, such financial statements clause (b) above. The deliveries made pursuant to this clause (iii) shall be accompanied by a customary management discussion and analysis certificate of such accountants that, in the course of their examination necessary for their certification of the financial performance foregoing, they have obtained no knowledge of Holdings any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and its Restricted Subsidiaries;status thereof.

Annual Reports. Within one hundred twenty (120) 90 days after the last day end of each fiscal year of Holdings commencing and the Administrative Borrower (or, solely with the respect to their respective fiscal year ending December 31, 2018 2014, within the earlier of (but one hundred fifty (150x) 120 days for after the end of such fiscal year ending December 31of Holdings or the Administrative Borrower, 2018as applicable, and (y) the date on which Holdings or the Administrative Borrower, as applicable, files a Form 10K with the SEC under the Exchange Act for such fiscal year), a copy of (i) the audited consolidated balance sheet of Holdings Holdingsthe Administrative Borrower and its Restricted Subsidiaries as of the last day end of the such fiscal year then ended and the related consolidated statements of income and income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of Holdings and its Restricted Subsidiaries for the fiscal year then endedend of, and accompanying for, the preceding fiscal year, and notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an PricewaterhouseCoopers LLP or other independent public accounting firm accountants of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent (which opinion shall not be unqualified qualified as to scopescope or contain any going concern or other qualification or exemption), subject to the proviso below) to the effect stating that such financial statements fairly present, in all material respects, the consolidated financial statements have been prepared condition, results of operations and cash flows of Holdingsthe Administrative Borrower and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP GAAP, and present fairly in all material respects (ii) management’s discussion and analysis of the consolidated financial condition and condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries for such fiscal year, as compared to the previous fiscal year), (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries as of the close end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year; provided , in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements shall not contain a “going concern” qualification or statementfairly present, except to in all material respects, the extent that such a “going concern” qualification or statement relates to (A) consolidated financial condition, results of operations and cash flows of the report Administrative Borrower and opinion accompanying its Subsidiaries as of the financial statements dates and for the fiscal year ending immediately prior to the stated final maturity date of the Loansperiods specified in accordance with GAAP, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (Bvi) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management management’s discussion and analysis of the financial performance condition, results of Holdings operations and cash flows of the Administrative Borrower and its Restricted SubsidiariesSubsidiaries for such fiscal year, as compared to the previous fiscal year) and budgeted amounts;

Annual Reports. Within one hundred twenty (120) days after the last day of each fiscal year of Holdings the Borrower commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)2021, a copy of the consolidated balance sheet of Holdings the Borrower and its Restricted Subsidiaries (that, together with its combined and consolidated Subsidiaries, constitutes substantially all of the assets of the Borrower and its combined and consolidated Subsidiaries) as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 20192022) (provided that the Borrower shall be permitted to deliver its 10-K within such timeframe to satisfy the above financial delivery requirement) accompanied in the case of the consolidated financial statements by an annual audit opinion of an independent public accounting firm of from nationally recognized national standing auditors or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified not be subject to any qualification, exception or explanatory paragraph as to scope“going concern” or scope of the audit, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not may contain a “going concern” qualification qualification, exception or statementexplanatory paragraph that is expressly solely with respect to, except to the extent that such a “going concern” qualification or statement relates to expressly resulting from, (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final an upcoming maturity date of the LoansLoans or any other Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future periodperiod or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings the Borrower and its Restricted Subsidiaries;.

Annual Reports. Within one hundred twenty (120) Borrower shall furnish to Lender annually, within 120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)calendar year, a complete copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated Borrower’s annual financial statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes theretoaudited by a “big four” accounting firm or another independent certified public accountant (accompanied by an unqualified opinion from such accounting firm or other independent certified public accountant) reasonably acceptable to Lender, each in reasonable accordance with GAAP and containing balance sheets and statements of profit and loss for Borrower and the Property in such detail showing as Lender may request. Each such statement (x) shall be in comparative form and substance reasonably satisfactory to Lender, (y) shall set forth the figures financial condition and the income and expenses for the previous fiscal year Property for the immediately preceding calendar year, including statements of annual Net Operating Income, as well as (starting with z) shall be accompanied by an Officer’s Certificate certifying (1) that such statement is true, correct, complete and accurate and presents fairly the fiscal year ending December 31, 2019) accompanied in the case financial condition of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower Property and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have has been prepared in accordance with GAAP and present fairly (2) whether, to the best of their knowledge, there exists a Default or Event of Default, and if so, the nature thereof, the period of time it has existed and the action then being taken to remedy it and (3) setting forth a reconciliation of operating expenses identifying those funds which were disbursed to Borrower from the Operating Expense Subaccount during the prior calendar year which were not been used to pay Approved Operating Expenses. Notwithstanding the foregoing, Lender hereby approves of The Xxxxxxxxxx XxXxxx Group, LLC as the aforementioned independent certified public accountant, provided, however, that Lender reserves the right to disapprove The Xxxxxxxxxx XxXxxx Group, LLC as the aforementioned independent certified public accountant (and to require a “big four” accounting firm or another independent certified public accountant reasonably acceptable to Lender) if in all material respects Lender’s reasonable opinion, The Xxxxxxxxxx XxXxxx Group, LLC is not preparing the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such requisite financial statements shall not contain a “going concern” qualification or statement, except to substantially in accordance with the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;provisions contained herein.

Annual Reports. Within one hundred twenty (120) 120 days after the last day end of each fiscal year of Holdings commencing with Fiscal Year other than the fiscal year ending December 31Fiscal Year ended January 3, 2018 2010 (but one hundred fifty (150) days for or within three Business Days following such earlier date on which Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent or Arby’s Opco Borrower is required to file a Form 10-K under the fiscal year ending December 31, 2018Exchange Act), a copy of the consolidated balance sheet of Holdings financial information regarding Ultimate Parent Co-Borrower and its Restricted Subsidiaries consisting of Consolidated balance sheets of Ultimate Parent Co-Borrower and its Subsidiaries as of the last day end of the fiscal such year then ended and the consolidated related statements of income and cash flows of Holdings Ultimate Parent Co-Borrower and its Restricted Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been all prepared in accordance with GAAP and audited, without qualification, by Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present fairly in all material respects the consolidated Consolidated financial condition position of Ultimate Parent Co-Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP applied on a basis consistent with prior years (except for changes with which Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards. In addition, Ultimate Parent Co-Borrower shall provide a separate schedule displaying a consolidating balance sheet and statements of income and cash flows separating out each Unrestricted Subsidiary (if Ultimate Parent Co-Borrower has, or during such Fiscal Year had, any Unrestricted Subsidiaries) certified by a Responsible Officer of Ultimate Parent Co-Borrower as fairly presenting in all material respects the information set forth therein in a manner consistent with Ultimate Parent Co-Borrower’s internal consolidating schedules that support the Consolidated financial statements of Ultimate Parent Co-Borrower referred to above; provided that, as used in this Section 6.1(b), the term “Ultimate Parent Co-Borrower” shall be deemed replaced with the term “Arby’s Opco Borrower” with respect to Fiscal Year ended December 28, 2008 and that with respect to such Fiscal Year Arby’s Opco Borrower shall deliver any consolidating financial statements that would have been required under the Original Credit Agreement. Within 120 days after the end of the Fiscal Year ended January 3, 2010 (or within three Business Days following such earlier date on which Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent or Arby’s Opco Borrower is required to file a Form 10-K under the Exchange Act), financial information regarding Ultimate Parent Co-Borrower and its Subsidiaries consisting of Consolidated balance sheets of each of Sponsor, Arby’s Opco Borrower and WII Co-Borrower and their respective Subsidiaries as of the end of such year and related statements of income and cash flows of Holdings and its Restricted Subsidiaries as of the close of and each such consolidated group for such fiscal year; provided Fiscal Year, and notes thereto, all prepared in accor- dance with GAAP and audited, without qualification, by Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present in all material respects the Consolidated financial position of each such group as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP applied on a basis consistent with prior years (except for changes with which Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards. In addition, Ultimate Parent Co-Borrower shall provide a separate schedule displaying a consolidating balance sheet and statements of income and cash flows separating out each Unrestricted Subsidiary (if Ultimate Parent Co-Borrower has, or during such Fiscal Year had, any Unrestricted Subsidiaries) certified by a Responsible Officer of Ultimate Parent Co-Borrower as fairly presenting in all material respects the information set forth therein in a manner consistent with Ultimate Parent Co-Borrower’s internal consolidating schedules that support the Consolidated financial statements referred to above. In addition, Ultimate Parent Co-Borrower shall not contain provide a “going concern” qualification or statement, except to report that starts with the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the Sponsor’s audited financial statements for the fiscal year ending immediately prior to the stated final maturity date and then removes assets and liabilities of the LoansSponsor (that are not assets or liabilities of Ultimate Parent Co-Borrower), Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements report shall be accompanied by a customary management discussion an “Agreed Upon Procedures” letter from Borrower’s Accountants and analysis which report shall be certified by the Chief Financial Officer of the financial performance of Holdings Ultimate Parent Co-Borrower as true and its Restricted Subsidiaries;correct in all material respects.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with Fiscal Year, (a) the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy consolidated and consolidating balance sheets of the consolidated balance sheet of Holdings Borrower and its Restricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statement of income, stockholders' equity and cash flow of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings Borrower and its Restricted Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, each in reasonable detail showing in comparative form the corre- sponding figures for the previous fiscal year Fiscal Year along with schedules in form and substance sufficient to calculate the financial covenants set forth in SECTION 6.4, (starting with b) income analysis for each of the fiscal year ending December 31Borrower's operating divisions, 2019(c) accompanied a schedule from the Borrower setting forth for each item in CLAUSE (a) hereof, the case of corresponding figures from the consolidated financial budget for the applicable Fiscal Year delivered pursuant to SECTION 6.1(A)(v), and (d) a report on the consolidated financial statements by an opinion listed in CLAUSE (U) hereof of an Ernst & Young or other independent certified public accounting firm accountants of recognized national standing or other accounting firm selected by standing, which report shall be unqualified and shall state that such consolidated financial statements fairly present the consolidated financial position of the Borrower and reasonably acceptable to its Subsidiaries as at the Administrative Agent (which opinion shall be unqualified as to scope, subject to dates indicated and the proviso below) to results of their operations and cash flow for the effect periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements have has been prepared made in accordance with GAAP and present fairly in all material respects generally accepted auditing standards. In addition, the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as Borrower, concurrently with delivery to the Lenders of the close of and for such fiscal year; provided that such financial statements foregoing, shall not contain a “going concern” qualification or statement, except deliver to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the Lenders corresponding audited financial statements for the fiscal year ending immediately prior Parent. The deliveries made pursuant to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or this CLAUSE (Biii) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by (x) any management letter prepared by the above-referenced accountants, (y) a customary management discussion and analysis certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof and (z) a letter from said accountants addressed to the Agent and the Lenders acknowledging that the Agent and the Lenders are extending credit in primary reliance on such financial performance statements and authorizing such reliance; PROVIDED, HOWEVER, that should certified public accountants of Holdings and its Restricted Subsidiaries;national standing generally refuse to provide such a certificate or such a letter then the Borrower shall have no obligation to deliver such certificate or such letter, as applicable.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day close of each fiscal year of Holdings commencing with the US Borrower, the US Borrower shall furnish to the Agent Consolidated audited statements of income, changes in shareholder's equity and cash flows of the US Borrower and its Subsidiaries for such fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), and a copy of the consolidated Consolidated audited balance sheet of Holdings the US Borrower and its Restricted Subsidiaries as of the last day close of the such fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then endedyear, and accompanying notes theretoto each, each all in reasonable detail showing detail, setting forth in comparative form the corresponding figures for the previous preceding fiscal year, prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (starting except for changes in application in which such accountants concur) with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated such financial statements to be certified by an opinion of an independent certified public accounting firm of recognized national standing or other accounting firm selected by the US Borrower and reasonably acceptable to the Administrative Agent and the Majority Banks (which opinion the "Auditor"). The certificate or report of such Auditor shall be unqualified as to scope, subject free of exception or qualifications not reasonably acceptable to the proviso below) Agent and the Majority Banks and shall in any event contain a written statement of such Auditor substantially to the effect that the consolidated such Auditor examined such financial statements have been prepared in accordance with GAAP generally accepted auditing standards. As soon as practicable, and present in any event within ninety (90) days after 270034751 270134563 the close of each fiscal year of the US Borrower, the US Borrower shall furnish to the Agent and each Bank a consolidating statement of income of the US Borrower and its Subsidiaries for such fiscal year and a consolidating balance sheet of the US Borrower and its Subsidiaries as of the close of such fiscal year, all in reasonable detail. All such financial statements shall be prepared by the US Borrower and certified by the Chief Financial Officer, Treasurer, Financial Controller or Operations Controller of the US Borrower as presenting fairly in all material respects the consolidated consolidating financial condition and results position of operations and cash flows of Holdings the US Borrower and its Restricted Subsidiaries as of the close end of such fiscal year and the results of their operations for such fiscal year; provided , in conformity with GAAP (subject to normal and recurring year-end audit adjustments) applied in a manner consistent with that such of the most recent audited financial statements shall not contain a “going concern” qualification or statement, except of the US Borrower and its Subsidiaries furnished to the extent that such a “going concern” qualification or statement relates to (A) Agent and the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;Banks.

Annual Reports. Within one hundred twenty (120) 120 days after the last day of each fiscal year of Holdings (or, solely with respect to the fiscal year ending December 31, 2018, 150 days), commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) ), audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the is solely a consequence of any impending stated final maturity date of the Loansany Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) relates to any actual or potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness on a future date or in a future periodperiod or (C) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries;

Annual Reports. Within one hundred twenty As soon as available after the end of each Fiscal Year, and in any event, after delivery of the financial information required by clause (120h) below, within 90 days after the last day end of each fiscal year Fiscal Year, financial information regarding the Borrower and its Subsidiaries consisting of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy Consolidated balance sheets of the consolidated balance sheet of Holdings Borrower and its Restricted Subsidiaries as of the last day end of the fiscal such year then ended and the consolidated related statements of income and cash flows of Holdings the Borrower and its Restricted Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, each all prepared in reasonable detail showing conformity with GAAP (subject to adjustments required in comparative form the figures for the previous fiscal year (starting connection with the fiscal year ending December 31resolution of the Borrower's outstanding accounting issues with the agreement of the Borrower's Accountants) and certified, 2019) accompanied in the case of such Consolidated Financial Statements, (i) prior to delivery of the consolidated financial statements information required by an opinion clause (h) below, by a Responsible Officer of an independent public accounting firm the Borrower as fairly presenting the Consolidated financial position of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to its Subsidiaries as at the Administrative Agent (which opinion shall be unqualified as to scope, subject to dates indicated and the proviso below) to results of their operations and cash flow for the effect that the consolidated financial statements have been prepared periods indicated in accordance with GAAP (subject to adjustments required in connection with the resolution of the Borrower's outstanding accounting issues with the agreement of the Borrower's Accountants), and (ii) after delivery of the restated financial information required by clause (h) below, without qualification as to the scope of the audit by the Borrower's Accountants, together with the report of such accounting firm stating that (A) such Financial Statements fairly present fairly in all material respects the consolidated Consolidated financial condition position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows of Holdings flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower's Accountants shall concur and its Restricted Subsidiaries as of which that have been disclosed in the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except notes to the extent that such a “going concern” qualification or statement relates to (A) the report Financial Statements), and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the examination by the Borrower's Accountants in connection with such Consolidated Financial CovenantsStatements has been made in accordance with generally accepted auditing standards, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be and accompanied by a customary management discussion certificate stating that in the course of the regular audit of the business of the Borrower and analysis its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial performance covenants contained in Article V has occurred and is continuing, or, if in the opinion of Holdings such accounting firm, a Default or Event of Default has occurred and its Restricted Subsidiaries;is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within one hundred twenty (120) days after the last day By January 31 of each fiscal year of Holdings commencing this OLSA, the Tribe shall provide the PUD with a written annual report (similar in form and substance to Attachment D) summarizing the fiscal year ending December 31, 2018 (but one hundred fifty (150) days activities undertaken and funds expended for each authorized purpose under the Watershed Program during the preceding calendar year. Within the same timeframe the Tribe shall provide the Technical Committee with a similar report summarizing activities undertaken within each authorized purpose of the Watershed Program for the fiscal year ending December 31calendar year. The PUD shall not request, 2018)nor shall the Tribe be required to provide, sensitive information not related to the subject matter of this OLSA. The PUD shall notify the Tribe if it has any concerns about the annual report within 30 days of receipt. The Tribe shall make a good faith effort to address any concerns that are within the scope of what the Tribe is required to provide under this subsection, and shall provide the PUD with a revised annual report within 30 days of receiving notice of the PUD’s concerns. The revised annual report shall be considered final unless the PUD initiates arbitration pursuant to the paragraph below. If the PUD does not initiate arbitration within 30 days of receiving the revised annual report, the PUD shall waive such right as well as all future claims that the Tribe has mismanaged funds during the preceding calendar year. In the event that: (1) the Tribe does not provide a written annual report to the PUD by the January 31 deadline; or (2) the PUD reasonably believes, based on the content of or an omission from the revised annual report provided by the Tribe pursuant to the paragraph above, that the Tribe has managed or expended Watershed Program funds in a grossly negligent manner, the PUD shall have the right to initiate arbitration under subsection 8.3. The PUD shall have the right to suspend payments due under subsection 5.4 until the arbitration is completed, and any such suspension shall not constitute a material breach under subsection 4.4. If the arbitrator finds that the Tribe managed or expended Watershed Program funds in a grossly negligent manner, the PUD may treat that as a finding of material breach and terminate this OLSA under subsection 4.2. If the Washington State Auditor requests information from the PUD concerning the Tribe’s use of funds provided by the PUD under this Section, and if that information has not been provided by the Tribe in its annual report pursuant to the preceding paragraph, the PUD shall provide the Tribe with a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as Washington State Auditor’s request for information. The Tribe shall cooperate with the PUD to timely respond to the Washington State Auditor’s request unless the Tribe concludes in good faith that to do so would harm the Tribe’s sovereign interests, in which case the PUD shall have the right to initiate dispute resolution under Section 8 to determine whether such conclusion was made in good faith. The PUD shall have the right to suspend payments during the pendency of the last day dispute resolution process, and any suspension based on a good faith belief that such suspension is justified shall not constitute a material breach under subsection 4.4. Nothing in this subsection, including the requirement to cooperate in responding to information requests from the State Auditor, shall be construed as obligating the Tribe to adhere to any particular state government audit standards. If the arbitrator finds that the PUD’s suspension of payment under this subsection was not made in good faith, the fiscal year then ended PUD shall pay the Tribe the balance due up to that date under subsection 5.4 and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in Tribe’s reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that attorney fees. The Tribe may also treat such a “going concern” qualification or statement relates to (A) the report finding as a material breach and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant terminate this OLSA under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis of the financial performance of Holdings and its Restricted Subsidiaries;subsection 4.2.

Annual Reports. Within Borrower shall furnish, or cause to be furnished, to Lender annually, within one hundred twenty (120) days after following the last day end of each fiscal year Fiscal Year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018)Borrower and Mortgage Borrower, a complete copy of the consolidated balance sheet of Holdings Borrower's and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated Mortgage Borrower's annual financial statements audited by an opinion of an independent public a "Big Four" accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably independent certified public accountant acceptable to the Administrative Agent Lender (which opinion shall be unqualified as it being agreed that Xxxxxx LLP is acceptable to scope, subject to the proviso belowLender) to the effect that the consolidated financial statements have been prepared in accordance with GAAP GAAP, income tax basis or such other accounting basis selected by Borrower and present fairly in all material respects acceptable to Lender and the consolidated requirements of Regulation AB covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower, Mortgage Borrower, the Collateral and the Property and a balance sheet for Borrower and Mortgage Borrower. Such statements shall set forth the financial condition and the results of operations and cash flows of Holdings and its Restricted Subsidiaries as of for the close of and Property for such fiscal year; provided that such financial statements Fiscal Year and shall include, but not contain a “going concern” qualification or statementbe limited to, except to the extent that such a “going concern” qualification or statement relates to (A) the report amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt Net Cash Flow. Borrower's and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such Mortgage Borrower's annual financial statements shall be accompanied by (i) an Officer's Certificate stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower, Mortgage Borrower, the Collateral and the Property being reported upon and has been prepared in accordance with GAAP, income tax basis or such other accounting basis selected by Borrower and acceptable to Lender and the requirements of Regulation AB, (ii) an unqualified opinion of a customary management discussion and analysis "Big Four" accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being agreed that Xxxxxx LLP is acceptable to Lender), (iii) a list of tenants, if any, occupying more than ten percent (10%) of the financial performance total floor area of Holdings the Improvements, (iv) a breakdown showing the year in which each Lease then in effect expires and its Restricted Subsidiaries;the percentage of total floor area of the Improvements and the percentage of base rent with respect to which Leases shall expire in each such year, each such percentage to be expressed on both a per year and cumulative basis, (v) a schedule audited by such accounting firm or independent certified public accountant reconciling Net Operating Income to Net Cash Flow, which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such accounting firm or independent certified public accountant, and (vi) a statement from a "Big Four" accounting firm or other independent certified public accountant reasonably acceptable to Lender (it being agreed that Xxxxxx LLP is acceptable to Lender) setting forth in reasonable detail Guarantor's Net Worth and Liquid Assets as of the end of such prior calendar year certified by Guarantor as true, correct, accurate and complete.

Annual Reports. Within one hundred twenty (120) Not later than 120 days after the last day end of each fiscal year (provided that, for each of Holdings commencing with the fiscal year ending ended December 31, 2018 2019 and the fiscal year ended December 31, 2020, such deliveries under this Section 5.01(a) shall be required to be delivered not later than 150 days after the end of such fiscal year), (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018)2017, a copy (A) the consolidated statements of income, cash flows and members’ equity of Xxxx Group LLC for the period commencing January 1, 2017 and ending October 1, 2017 and (B) the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day end of the such fiscal year then ended and the related consolidated statements of income and income, cash flows and members’ equity for the period commencing October 2, 2017 and ending on December 31, 2017; and (ii) for each fiscal year ending after December 31, 2017, the consolidated balance sheet of Holdings and its Restricted Subsidiaries for as of the end of such fiscal year then endedand related consolidated statements of income, cash flows and members’ equity for such fiscal year, and accompanying notes thereto, each in reasonable detail showing in comparative form commencing with the figures financial statements for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied , in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, in each case of the clauses (i) and (ii), (x) which consolidated statements shall be accompanied by a certificate of a Financial Officer stating that such financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition position and results of operations and cash flows of Holdings and its Restricted consolidated Subsidiaries as of the close of dates and for such fiscal year; provided that such financial the periods to which they relate in accordance with GAAP and (y) which consolidated statements shall not contain a “going concern” qualification be accompanied by an unqualified opinion of Xxxxx & Young or statement, except other independent public accountants of recognized national standing reasonably satisfactory to the extent that such a “Lender Representative (which opinion shall not be qualified as to scope or contain any going concern” concern or other material qualification (other than qualifications related to current scheduled debt maturities under the Loan Documents or statement relates to any Permitted Revolving Credit Facility and any prospective (Abut not actual) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt Default under Section 6.09 or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or default under any financial covenant under any other Indebtedness on a future date or in a future period; in each case, Permitted Revolving Credit Facility)) stating that such financial statements shall be accompanied by a customary management discussion and analysis of present fairly in all material respects the financial performance position and results of operations and cash flows of Holdings and its Restricted Subsidiaries;consolidated Subsidiaries as of the dates and for the periods to which they relate.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days (or such shorter period of time as is required by the Commission for delivery of annual financial statements) after the last day end of each fiscal year of Holdings commencing with (including the fiscal year ending ended on or about December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 20182001), a copy of (a) the consolidated and consolidating balance sheet of Holdings the Company and its Restricted Subsidiaries as at the end of the last day of the such fiscal year then ended and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows of Holdings the Company and its Restricted Subsidiaries for the such fiscal year then endedand, and accompanying notes thereto, each in reasonable detail showing in comparative form the corresponding figures for the previous fiscal year and (starting with b) an audit report on the fiscal year ending December 31, 2019items (other than the consolidating financial statements) accompanied listed in the case clause (a) hereof of the consolidated financial statements by an opinion of an independent certified public accounting firm accountants of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (standing, which opinion audit report shall be unqualified as to scope, subject to the proviso below) to the effect and shall state that the consolidated such financial statements have been prepared in accordance with GAAP and fairly present fairly in all material respects the consolidated financial condition position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows of Holdings for the periods indicated in conformity with GAAP and its Restricted Subsidiaries as that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. Delivery within the time period specified above of the close of and Company's Annual Report on Form 10-K for such fiscal year; provided that such financial statements year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the Commission shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability be deemed to satisfy the Financial Covenantsforegoing requirements of this paragraph 5A(a)(iii), or any financial covenant under any other Indebtedness on a future date or provided that the auditors' report contained therein satisfies the requirements specified in a future period; in each case, such financial statements clause (b) above. The deliveries made pursuant to this clause (iii) shall be accompanied by a customary management discussion and analysis certificate of such accountants that, in the course of their examination necessary for their certification of the financial performance foregoing, they have obtained no knowledge of Holdings any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and its Restricted Subsidiariesstatus thereof;

Annual Reports. Within one hundred twenty (120) As soon as available, but in any event not later than [***] days after the last day close of each fiscal year Fiscal Year, Borrower will furnish to Lender the unaudited balance sheet as at the end of Holdings commencing such Fiscal Year, and unaudited income statements and cash flow statements for Borrower for such Fiscal Year, and the notes thereto, setting forth in each case, starting with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days financial statements for the fiscal year ending December 31, 2018)2014, a copy of in comparative form figures for the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of previous Fiscal Year, all in reasonable detail, fairly presenting the last day of the fiscal year then ended financial position and the consolidated statements results of income operations of Borrower as at the date thereof and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year Fiscal Year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly (other than the exclusion of footnotes not ordinarily included in all material respects interim period financial statements). In addition, as soon as available, but in any event not later than (A) if the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of Borrower has not consummated an Initial Public Offering, [***] days after the close of each Fiscal Year or (B) if the Borrower has consummated an Initial Public Offering, [***] days after the close of each Fiscal Year, Borrower will furnish to Lender the audited balance sheet as at the end of such Fiscal Year, and income statements, cash flow statements and changes in stockholders’ equity for Borrower for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statementFiscal Year, except to and the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying notes thereto, setting forth in each case, starting with the financial statements for the fiscal year ending immediately prior to December 31, 2014, in comparative form figures for the stated final maturity previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of Borrower as at the date of thereof and for the LoansFiscal Year then ended, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or prepared in a future period; in each case, such financial accordance with GAAP. The audited annual statements shall be examined in accordance with generally accepted auditing standards by and, accompanied by a customary management discussion and analysis report thereon of the financial performance independent certified public accountants of Holdings and its Restricted Subsidiaries;recognized standing selected by Borrower.

Annual Reports. Within one hundred twenty (120i) As soon as practicable and in any event within ninety (90) days after the last day close of each fiscal year of Holdings commencing the Borrower (except with respect to the fiscal year ending December 31June 29, 2018 (but one hundred fifty (150) days for the fiscal year ending December 311996, 2018as provided below), the Borrower shall furnish to CIT a copy consolidated and consolidating statement of operations, and cash flows of the consolidated balance sheet of Holdings Borrower and its Restricted Subsidiaries as of the last day close of such fiscal year and a balance sheet of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings Borrower and its Restricted Subsidiaries for as of the close of such fiscal year then endedyear, and accompanying notes theretoto each, each all in reasonable detail showing detail, setting forth in comparative form the corresponding figures for the previous preceding fiscal year (starting year, with the fiscal year ending December 31such statements and balance sheet to be certified by Price, 2019) accompanied in the case of the consolidated financial statements by an opinion of an Waterhouse, LLC or other independent certified public accounting firm accountants of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable satisfactory to CIT. Certified year-end statements and a balance sheet for the Borrower's 1996 fiscal year shall be delivered to CIT no later than December 15, 1996. The certificate or report of such accountants shall be free of exceptions or qualifications (except with respect to the Administrative Agent (which opinion Chapter 11 Case) with respect to such statements and balance sheet being prepared in compliance with GAAP and shall be unqualified as to scope, subject to the proviso below) in any event contain a written statement of such accountants substantially to the effect that the consolidated financial (A) such accountants examined such statements have been prepared and balance sheet in accordance with GAAP generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such other auditing procedures as such accountants considered necessary in the circumstances and (B) in the opinion of such accountants such statements and balance sheet present fairly fairly, in all material respects respects, the consolidated financial condition and results position of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries as of the close end of such fiscal year and the results of its operations and the changes in financial position for such fiscal year; provided , in conformity with GAAP applied on a basis consistent with that such financial statements shall not contain a “going concern” qualification or statement, except to of the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the preceding fiscal year ending immediately prior to the stated final maturity date (except for changes in application in which such accountants concur). A copy of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt certificate or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence report of the accountant signed by such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements independent public accountants shall be accompanied delivered to CIT. As soon as it becomes available, the Borrower shall notify CIT that any management letter received by a customary management discussion and analysis the Borrower from its independent public accountants has been prepared and, upon the request of CIT, the Borrower shall make such letter available for review by CIT at the chief executive office of the financial performance of Holdings and its Restricted Subsidiaries;Borrower.

Annual Reports. Within one hundred twenty (120) 95 days after the last day end of each fiscal year Fiscal Year, financial information regarding Holdings and its Subsidiaries and the Borrower and its Subsidiaries consisting of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated and consolidating balance sheet sheets of Holdings and its Restricted Subsidiaries and the Borrower and its Subsidiaries as of the last day end of the fiscal year then ended such Fiscal Year and the consolidated related statements of income and cash flows of Holdings and its Restricted Subsidiaries and the Borrower and its Subsidiaries for the fiscal year then endedsuch Fiscal Year, all prepared in conformity with GAAP and accompanying notes theretocertified, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of such consolidated financial statements, without qualification as to the scope of the audit or as to Holdings or the Borrower being a going concern by Arthxx Xxxexxxx, XXP or other "big five" firm of independent public accountants (or their successors), together with the report of such accounting firm stating that (i) such consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by fairly present the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows position of Holdings and its Restricted Subsidiaries and the Borrower and its Subsidiaries, as the case may be, as of the close dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which such fiscal year; provided that independent certified public accountants shall concur and which shall have been disclosed in the notes to the financial statements), and (ii) the examination by such accountants in connection with such consolidated financial statements shall not contain a “going concern” qualification or statementhas been made in accordance with generally accepted auditing standards, except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements shall be accompanied by a customary management discussion and analysis certificate stating that in the course of the financial performance regular audit of the business of Holdings and its Subsidiaries and the Borrower and its Subsidiaries, as the case may be, such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof; provided, however, that consolidating financial information shall only be required in respect of the Borrower and the Restricted Subsidiaries and consolidated financial information shall be provided in respect of the Borrower and the Restricted Subsidiaries;.

Annual Reports. Within one hundred twenty Borrower or Op Co Pledgor shall furnish, or cause to be furnished, to Lender annually, within ninety (12090) days after following the last day end of each fiscal year Fiscal Year of Holdings commencing Borrower, a complete copy of Borrower’s annual financial statements audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy Uniform System of the consolidated balance sheet of Holdings Accounts and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared reconciled in accordance with GAAP (or such other accounting basis acceptable to Lender) and present fairly in all material respects the consolidated requirements of Regulation AB covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower, Mortgage Borrower, Op Co Pledgor, Operating Lessee, the Collateral, and the Property (on an Individual Property-by-Individual Property basis) and a balance sheet for Borrower and Op Co Pledgor. Such statements shall set forth the financial condition and the results of operations and cash flows of Holdings and its Restricted Subsidiaries as of for the close of and Property (on an Individual Property-by-Individual Property basis) for such fiscal year; provided that such financial statements Fiscal Year and shall include, but not contain a “going concern” qualification or statementbe limited to, except to the extent that such a “going concern” qualification or statement relates to (A) the report amounts representing annual Gross Income from Operations, Operating Expenses, Capital Expenditures, Net Operating Income, Net Cash Flow, and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt Underwritten Net Cash Flow. Borrower’s and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such Mortgage Borrower’s annual financial statements shall be accompanied by a customary management discussion and analysis of (i) an Officer’s Certificate stating that each such annual financial statement presents fairly the financial performance condition and the results of Holdings operations of Borrower, Mortgage Borrower, Op Co Pledgor, Operating Lessee, the Collateral, and its Restricted Subsidiaries;the Property being reported upon and has been prepared in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP (or such other accounting basis acceptable to Lender) and the requirements of Regulation AB, (ii) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, and (iii) occupancy statistics for the Property (on an Individual Property-by-Individual Property basis).

Annual Reports. Within one hundred twenty (120) Not later than 120 days after the last day end of each fiscal year (provided that, for each of Holdings commencing with the fiscal year ending ended December 31, 2018 2019 and the fiscal year ended December 31, 2020, such deliveries under this Section 5.01(a) shall be required to be delivered not later than 150 days after the end of such fiscal year), (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018)2017, a copy (A) the consolidated statements of income, cash flows and members’ equity of Xxxx Group LLC for the period commencing January 1, 2017 and ending October 1, 2017 and (B) the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day end of the such fiscal year then ended and the related consolidated statements of income and income, cash flows and members’ equity for the period commencing October 2, 2017 and ending on December 31, 2017; and (ii) for each fiscal year ending after December 31, 2017, the consolidated balance sheet of Holdings and its Restricted Subsidiaries for as of the end of such fiscal year then endedand related consolidated statements of income, cash flows and members’ equity for such fiscal year, and accompanying notes thereto, each in reasonable detail showing in comparative form commencing with the figures financial statements for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied , in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, in each case of the clauses (i) and (ii), (x) which consolidated statements shall be accompanied by a certificate of a Financial Officer stating that such financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition position and results of operations and cash flows of Holdings and its Restricted consolidated Subsidiaries as of the close of dates and for such fiscal year; provided that such financial the periods to which they relate in accordance with GAAP and (y) which consolidated statements shall not contain a “going concern” qualification be accompanied by an unqualified opinion of Xxxxx & Xxxxx or statement, except other independent public accountants of recognized national standing reasonably satisfactory to the extent that such a “Lender RepresentativeAdministrative Agent (acting at the direction of the Required Lenders) (which opinion shall not be qualified as to scope or contain any going concern” concern or other material qualification (other than qualifications related to current scheduled debt maturities under the Loan Documents or statement relates to (Aany Permitted Revolving Credit Facility(i) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final an upcoming maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt under any Indebtedness and which qualification or statement is solely a consequence of such impending stated final maturity date or (Bii) any potential inability to satisfy the Financial Covenants, prospective (but not actual) Default under Section 6.09 or default under any financial covenant under any other Indebtedness on a future date Permitted Revolving Credit Facilityor actual default or event of default of any financial maintenance covenant (including the covenants set forth in a future period; in each case, Section 6.09)) stating that such financial statements shall be accompanied by a customary management discussion and analysis of present fairly in all material respects the financial performance position and results of operations and cash flows of Holdings and its Restricted Subsidiaries;consolidated Subsidiaries as of the dates and for the periods to which they relate.

Annual Reports. Within one hundred twenty (120i) In addition to the monthly reports required under this SECTION 6.2 annually, within 90 days after following the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 (but one hundred fifty (150) days for the fiscal year ending December 31, 2018), a copy of the consolidated balance sheet of Holdings Borrower's and its Restricted Subsidiaries as Subsidiaries' fiscal year, Borrower shall deliver to Agent an original signed counterpart of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings Borrower's and its Restricted Subsidiaries for the fiscal year then endedSubsidiaries' annual financial statement, on a consolidated and consolidating basis, which statement shall have been audited by, and accompanying notes thereto, each in reasonable detail showing in comparative form bear the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) accompanied in the case of the consolidated financial statements by an opinion of an Borrower's independent certified public accounting firm of recognized national standing or other accounting firm selected by the Borrower and accountants reasonably acceptable to the Administrative Agent (which opinion i.e. said statement shall be unqualified as to scope, subject to the proviso below"certified" by such accountants) to the effect certifying that the consolidated financial such statements have been prepared in accordance with GAAP GAAP, together with (x) a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default, and present fairly (y) a copy of such accountant's letter to management. Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, profit and loss statement, statement of changes in all material respects the consolidated financial condition and results of operations shareholders' equity, and cash flows flows. The Agent acknowledges that any "Big Five" public accounting firm shall be acceptable to it for purposes of Holdings and its Restricted Subsidiaries as this paragraph. Borrower shall provide an interim draft of the close of and for such fiscal year; provided that such financial statements within 60 days after year-end, inclusive of subsequent periods, until the year-end statements are finalized. Together with the above, Borrower also shall not contain a “going concern” qualification or statementdeliver to Agent Borrower's Form 10-Q Quarterly Reports, except Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission within three (3) Business Days after they are filed, any press releases of Borrower, and any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the extent that such a “going concern” qualification or statement relates to (A) the report financial condition of Borrower and opinion accompanying the financial statements for the fiscal year ending immediately prior its Subsidiaries. Prior to the stated final maturity date of the LoansClosing Date, Permitted Pari Passu Refinancing DebtBorrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may reasonably request. Borrower hereby irrevocably authorizes and directs all auditors, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenantsaccountants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each casethird parties to deliver to Agent, such financial statements shall be accompanied by a customary management discussion and analysis at Borrower's expense, copies of the financial performance of Holdings Borrower's and its Restricted Subsidiaries;' financial statements, papers related thereto, and other accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Borrower's and its Subsidiaries' business affairs and financial condition.

Annual Reports. Within one hundred twenty (120) 150 days after the last day of each fiscal year of Holdings Holdings, commencing with the fiscal year ending December March 31, 2018 2022 (but one hundred fifty (150) or 180 days for in the case of the fiscal year ending December on or about March 31, 20182022) (or such later date as the Required Lenders may agree in their reasonable discretion or, if later, and solely to the extent Holdings or any parent of the Borrowers is subject to the Exchange Act’s reporting requirements, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Holdings or such parent of the Borrowers to file its applicable annual report on Form 10-K), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing (for fiscal years of Holdings ending on or after March 31, 2023 and thereafter) in comparative form (to the extent such comparative presentation is permitted under GAAP) the figures for the previous fiscal year (starting with the fiscal year ending December 31year, 2019) audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing selected by the Borrowers or (ii) any other accounting firm selected by the Borrower and 155 reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statementstatement (excluding, for the avoidance of doubt, any explanatory or emphasis of matter paragraph), except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such any impending stated final maturity date or date, (B) relates to any actual or potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness Indebtedness, (C) relates to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries or (D) is a consequence of any civil or criminal investigative demand, subpoena or other request for information arising from any investigation or inquiry by or on behalf of any Governmental Authority or any claim, complaint, other form of accusation of a future date potential or in a future period; in each caseactual charge or claim, such financial statements shall be accompanied by a customary management discussion and analysis litigation, investigation, arbitration or any other form of proceeding or inquiry arising from or relating to any of the financial performance of Holdings and its Restricted Subsidiaries;foregoing.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year of Holdings commencing with the fiscal year ending December 31Fiscal Year, 2018 (but one hundred fifty (150i) days for the fiscal year ending December 31, 2018), a copy of the consolidated and consolidating balance sheet sheets of Holdings (A) the Parent and its Restricted Subsidiaries as at the end of such Fiscal Year and (B) to the last day of extent the fiscal year then ended same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) the related consolidated and consolidating statements of income income, shareholders' equity and cash flows flow of Holdings (A) the Parent and its Restricted Subsidiaries and (B) to the extent the same are routinely and regularly prepared, Leasing Affiliate and its Subsidiaries and the Borrower and its Subsidiaries for the fiscal year then endedsuch Fiscal Year, and accompanying notes thereto, setting forth in each in reasonable detail showing case in comparative form the corresponding figures for the previous fiscal year Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Effective Date or pursuant to SECTION 8.01(f), as applicable, and (starting with ii) a report on such Financial Statements of the fiscal year ending December 31Parent and its Subsidiaries of Xxxxxx Xxxxxxxx LLP or other independent certified public accountants acceptable to the Agent, 2019) accompanied which report shall be unqualified and shall state that such Financial Statements fairly present the consolidated and consolidating financial position of the Parent and its Subsidiaries and, to the extent included in the case of the consolidated financial statements by an opinion of an independent public accounting firm of recognized national standing or other accounting firm selected by Parent's annual Financial Statements, Leasing Affiliate and its Subsidiaries and the Borrower and reasonably acceptable its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Xxxxxx Xxxxxxxx LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso belowFinancial Statements) to the effect and that the consolidated financial statements have examination by such accountants in connection with such Financial Statements has been prepared made in accordance with GAAP and present fairly generally accepted auditing standards. Notwithstanding the foregoing, in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to event (A) the filing of the Parent's annual report with the Commission with respect to any Fiscal Year is delayed for any reason and opinion accompanying Borrower has provided Agent with written notice of such delay by the financial statements due date for the fiscal year ending immediately prior to the stated final maturity date of the Loans, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt reports required for such Fiscal Year under this CLAUSE (c) and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability Borrower shall deliver either the required reports or interim good faith estimates of the information required to satisfy be reported under this CLAUSE (c) within one hundred (100) days after the Financial Covenantsend of each Fiscal Year, upon delivery of such required reports or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, interim estimates within such financial statements period the Borrower shall be accompanied by a customary management discussion and analysis deemed to have complied with the requirements of this CLAUSE (c) with respect to such Fiscal Year PROVIDED THAT Borrower delivers the financial performance required reporting substantially concurrently with Parent's filing of Holdings and its Restricted Subsidiaries;annual report with the Commission.

Annual Reports. Within one hundred twenty As soon as practicable, and in any event within ninety (12090) days after the last day end of each fiscal year Fiscal Year, (A) the consolidated and consolidating balance sheets of Holdings commencing with the fiscal year ending December 31Lessee and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, 2018 shareholders' equity and cash flow of the Lessee and its Subsidiaries (but one hundred fifty (150) days for the fiscal year ending December 31, 2018"Financial Statements"), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, setting forth in each in reasonable detail showing case in comparative form the corresponding figures for the previous fiscal year Fiscal Year and the corresponding figures from the financial forecast for the current Fiscal Year delivered on the Initial Closing Date or pursuant to SECTION 28.1(A)(V), as applicable, and (starting with the fiscal year ending December 31, 2019B) accompanied in the case a report on such Financial Statements of the consolidated financial statements by an opinion Lessee and its Subsidiaries of an independent public accounting firm of recognized national standing Xxxxxx Xxxxxxxx LLP or other accounting firm National Accounting Firm which may be selected from time to time by the Borrower and reasonably Lessee (or other independent certified public accountants acceptable to the Administrative Agent (Lessor and the Agent), which opinion report shall be unqualified and shall state that such Financial Statements fairly present the consolidated and consolidating financial position of the Lessee and its Subsidiaries as to scopeat the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Xxxxxx Xxxxxxxx LLP or any such other independent certified public accountants, subject if applicable, shall concur and which shall have been disclosed in the notes to the proviso belowFinancial Statements) to the effect and that the consolidated financial statements have examination by such accountants in connection with such Financial Statements has been prepared made in accordance with GAAP and present fairly generally accepted auditing standards. Notwithstanding the foregoing, in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as event (1) the filing of the close Lessee's annual report with the SEC with respect to any Fiscal Year is delayed for any reason and the Lessee has provided the Lessor and the Agent with written notice of and such delay by the due date for the reports required for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to Fiscal Year under this CLAUSE (AII) and (2) the report and opinion accompanying Lessee shall deliver either the financial statements for the fiscal year ending immediately prior to the stated final maturity date required reports or interim good faith estimates of the Loansinformation required to be reported under this CLAUSE (II) within one hundred (100) days after the end of each Fiscal Year, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence upon delivery of such impending stated final maturity date required reports or (B) any potential inability to satisfy interim estimates within such period the Financial Covenants, or any financial covenant under any other Indebtedness on a future date or in a future period; in each case, such financial statements Lessee shall be accompanied by a customary management discussion and analysis deemed to have complied with the requirements of this CLAUSE (II) with respect to such Fiscal Year PROVIDED THAT the financial performance Lessee delivers the required reporting substantially concurrently with Lessee's filing of Holdings and its Restricted Subsidiaries;annual report with the SEC.

Annual Reports. Within one hundred twenty (120) 120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2018 2020 (but one hundred fifty (150) and 180 days for after the last day of the fiscal year of Holdings ending December 31, 2018)2019) and within 120 days after the last day of each subsequent fiscal year thereafter, a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2019) 2021), audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that (A) such financial statements shall not contain a “going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement relates to (AAI) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the is solely a consequence of any impending stated final maturity date of the Loansany Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt (BII relates to any actual or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) any potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness on a future date or in a future periodperiod or (CIII) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of Holdings ending December 31, 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of such fiscal year (or such longer period commencing prior to the Closing Date and ending on the last day of such fiscal year);

Annual Reports. Within one hundred twenty (120) 90 days after the last day of each fiscal year of Holdings commencing with ending after the fiscal year ending December 31Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion or, 2018 (but one hundred fifty (150) days for if later, and solely to the fiscal year ending December 31extent the Holdings or any parent of the Borrower is subject to the Exchange Act’s reporting requirements, 2018the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has permitted Holdings or such parent of the Borrower to file its applicable annual report on Form 10-K), a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form (to the extent such comparative presentation is permitted under GAAP) the figures for the previous fiscal year (starting commencing with the fiscal year ending December 31period after the Closing Date), 2019) audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing or other accounting firm selected by the Borrower and or (ii) any other accounting firm reasonably acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in accordance with GAAP and present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Holdings and its Restricted Subsidiaries as of the close of and for such fiscal year; provided that such financial statements shall not contain a “going concern” qualification or statementstatement (excluding, for the avoidance of doubt, any explanatory or emphasis of matter paragraph), except to the extent that such a “going concern” qualification or statement relates to (A) the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the is a consequence of any impending stated final maturity date of the Loansany Indebtedness, Permitted Pari Passu Refinancing Debt, Permitted Unsecured Refinancing Debt or Permitted Junior Refinancing Debt and which qualification or statement is solely a consequence of such impending stated final maturity date or (B) relates to any actual or potential inability to satisfy the Financial Covenants, Covenant or any other financial covenant covenants under any other Indebtedness on a future date or in a future period; in each case(C) relates to the activities, such operations, financial statements shall be accompanied by a customary management discussion and analysis results, assets or liabilities of the financial performance of Holdings and its Restricted Unrestricted Subsidiaries;