Common use of Financial Information Clause in Contracts

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will(a) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than February 29, 2024, audited and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries Business for the fiscal year ended December 29, 2023, and the related unaudited audited and combined statements of income, expenses and net marginscomprehensive income, changes in Members' equity and cash flow flows of the Borrower Business for the fiscal year ended December 29, 2023 (the “Audited Financial Statements”). The Audited Financial Statements will (i) be accompanied by an unqualified audit report issued by the Independent Accountant, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Consolidated Subsidiaries Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis, the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended. (b) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than fifty-five (55) days (or sixty-five (65) days following the funding of the Available Financing), in each case, following the end of each fiscal quarter of Trimble ending after December 29, 2023 and prior to the Closing, unaudited and combined balance sheets of the Business, and the related unaudited and combined statements of income, comprehensive income and stockholders’ equity and cash flows of the Business for each such quarter and year-to-date period (along with the corresponding period in the prior year and including footnotes thereto) (the “Interim Post-Signing Financial Statements”). The Interim Post-Signing Financial Statements will (i) be reviewed by the Independent Accountant in accordance with AU-C 930, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except for Tax adjustments on a standalone basis), the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the portion of periods then ended; provided that, the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (Interim Post-Signing Financial Statements are subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller effect of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as which would not reasonably be expected to be material to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, Business. (c) Trimble shall keep AGCO informed on a reasonably current basis on the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries status of its preparation of the Borrower Audited Financial Statements and Interim Post-Signing Financial Statements which shall include, without limitation, providing AGCO with the expected preliminary financial information to be included in the Audited Financial Statements and Interim Post-Signing Financial Statements, if and when available to Trimble, for purposes of preparing preliminary pro forma adjustments required in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementAvailable Financing.

Financial Information. (a) The Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with generally accepted accounting principles and the principles. (b) The Borrower will furnish to the Banks Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles in all material respects and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Executive Officer, the GovernorChief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; ; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Co. Young LLP or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; ; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the GovernorChief Executive Officer, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, , (xA) identifying (Ax) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or its Consolidated Subsidiaries or by any other Person and Guaranteed by the Borrower or its Consolidated Subsidiaries to any of the forty Members or borrowers of any Consolidated Subsidiary ("Consolidated Subsidiary Members"), taken as a whole, with the largest amount of Indebtedness to (or Guaranteed by) the Borrower or its Consolidated Subsidiaries outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the BorrowerBorrower or such Consolidated Subsidiary, the Member or Consolidated Subsidiary Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such Consolidated Subsidiary or such other Person and the nature and status of each such default not so waived and (By) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the BorrowerBorrower or such Consolidated Subsidiary, Members or Consolidated Subsidiary Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or are in default with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), Indebtedness and as to which the Borrower or such Consolidated Subsidiary has commenced the exercise of remedies in respect thereof, (yB) identifying the ten Members or Consolidated Subsidiary Members, taken as a whole, with the largest amount of Indebtedness to (or Guaranteed by) the Borrower or its Consolidated Subsidiaries outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and period, and (zC) identifying providing the aggregate principal amount of all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; ; (iv) with reasonable promptness, copies of all regular and periodical financial statements reports (including Current Reports on Form 8-K) filed with, or other financial reports furnished to, the Securities and documents which Exchange Commission or any governmental authority succeeding to any or all of the Borrower may make available to its Members or bondholders or file with functions of the Securities and Exchange Commission; ; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish Lessee shall deliver to the Banks Lessor within ninety (i90) as soon as available and in any event within 60 days after the close of each of the first three quarters end of each fiscal year of Lessee, complete financial reports of Lessee including a balance sheet, profit and loss statement, statement of cash flows and all other related reports for the Borrowerfiscal period then ended. The financial reports required hereunder shall be prepared in accordance with GAAP. Lessee understands that Lessor will rely upon such financial reports and Lessee represents that such reliance is reasonable. The financial reports delivered to Lessor need not be audited, but Lessee shall deliver to Lessor copies of any audited financial reports of Lessee which may be prepared, promptly after they become available. Notwithstanding the foregoing, (i) so long as at Lessee’s financial reports are consolidated with the end offinancial reports of any publicly traded company and so long as such publicly traded company’s financial reports are available to the public, Lessee’s obligations to deliver financial reports pursuant to this Section 9.03 shall be and shall be deemed to be satisfied, and for (ii) in the period commencing at event Lessee’s financial reports are consolidated with the financial reports of any other company that is not publicly traded, Lessee’s obligations to deliver financial statements pursuant to this Section 9.03, may be satisfied by Lessee delivering to Lessor the applicable financial reports of such other company. Notwithstanding the foregoing, Lessee shall deliver to Lessor: (i) within sixty (60) days of the end of the previous Lessee’s first fiscal year and ending withduring the first (1st) Lease year of this Lease, such quarter, unaudited combined balance sheets a written statement of total annual gross sales from the Borrower and its Consolidated Subsidiaries and business located on the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and Property for the portion last three (3) fiscal years of Lessee ending on the Borrower's fiscal year ended at the end last day of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (ii) thereafter within sixty (60) days of the end of each of Lessee’s fiscal years during the Term of this Lease, a written statement of total annual gross sales from the business located on the Property for the last fiscal year of Lessee ending on the last day of such fiscal year; and (iii) together with within sixty (60) days of the financial statements referred end of Lessee’s second (2nd) fiscal quarter each year, a written statement of total gross sales from the business located on the Property for the trailing twelve (12) month period ending on the last day of Lessee’s second (2nd) fiscal quarter. As a material inducement to Lessor’s willingness to enter into this Lease, Lessee hereby acknowledges and agrees that Lessor may, from time to time and at any time act or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or more Persons or other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale and servicing agreement, limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or document; and permit one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences of indebtedness or securities that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or indirect interest in whole or in part in any of the assets, rights or properties described in, in one or more Persons or arrangements holding such assets, rights or properties, or any of them (collectively, the “Securities”), whether any such Securities are privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions described in both clauses (i) and (ii) abovein this paragraph, whether proposed or completed, are referred to in this Lease as a certificate signed by the Governor“Securitization”). Lessee shall reasonably cooperate with Lessor and any direct or indirect participant or investor in a proposed or completed Securitization, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating all reasonable requests and due diligence procedures and to use reasonable efforts to facilitate such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably requestSecuritization, including, without limitation, providing for inclusion in any prospectus or other Securities offering material such documents, financial and other data, and other information and materials which would customarily be required with respect to Lessee by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Securitization; provided, however, that Lessee shall not be required to provide any Proprietary Information, any information which has not previously been made public unless required by applicable federal or state securities laws or any information which is not otherwise required to be provided by Lessee under this Lease. For Securitization purposes only, Lessee shall upon request of Lessor, deliver to Lessor and to any Person designated by Lessor, statements signed by an authorized representative of Lessee confirming the written information provided by Lessee pursuant to this Section as shall be reasonably requested by Lessor. Lessor shall pay Lessee's attorney fees and other out-of-pocket expenses incurred in connection with the performance and observance of its obligations under this Section. The provisions of Section 18.05 shall be applicable to the financial information provided by the Borrower of the covenants and conditions contained in Lessee to Lessor pursuant to this AgreementSection 9.03.

Financial Information. The Borrower will, Tenant hereby covenants and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and agrees to deliver to Landlord the Borrower will furnish to the Banks following: (i1) as soon as available and in any event within 60 90 days after the close of each of the first three quarters end of each fiscal year of the BorrowerTenant and Guarantor, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined consolidated statements of income, expenses and net margins, changes in Members' equity retained earnings and cash flow flows of the Borrower Tenant and its Consolidated Subsidiaries Guarantor for such quarter and for the portion of the Borrower's fiscal year ended and the related consolidated balance sheets as at the end of such quarterfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding quarter and the corresponding portion of the Borrower's previous preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of independent certified (subject to normal year-public accountants of recognized national standing, which opinion shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of Tenant and Guarantor as at the end adjustments) as to fairness of presentation of, and for, such fiscal year in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrowerprinciples; (ii2) as soon as practicable and in any event within 90 45 days after the close end of each interim quarterly fiscal period of each fiscal year of Tenant and Guarantor, unaudited consolidated statements of income, retained earnings and cash flows of Tenant and Guarantor for such period and for the Borrowerperiod from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year), accompanied by a certificate of a financial officer of Tenant and Guarantor, as applicable, which certificate shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of the respective Tenant and Guarantor in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such period; (3) within 45 days after the end of each interim quarterly fiscal period of each fiscal year of Tenant and Guarantor, unaudited statements of income for such period and for the period from the beginning of the respective fiscal year just closedto the end of such period in each case in comparative form the corresponding figures for the corresponding periods in the preceding fiscal year; (4) within 30 days after the end of each calendar month, combined balance sheets an income and expense statement detailing all sources of revenue, including but not limited to ticket sales, concession sales and other revenues, and all expenses relating to the Leased Premises, accompanied by a certificate of a financial officer of Tenant and Guarantor stating that such items are true, correct, accurate and completely and fairly present the financial condition and results of the Borrower operations of Tenant and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes Guarantor. Notwithstanding anything contained in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as this section to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇contrary, Landlord agrees that ▇▇▇▇▇ & Co. or other Company, P.C. shall be deemed for the purposes of this section to be independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementnational standing.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will Tenant shall furnish to the Banks Landlord: (ia) as As soon as available and in any event within 60 45 days after the close end of each of the first three quarters of quarterly accounting period in each fiscal year of Tenant, copies of a consolidated balance sheet of Tenant and its consolidated subsidiaries as of the Borrowerlast day of such quarterly accounting period, as at and copies of the end of, related consolidated statements of income and of changes in shareholders’ equity and in financial position of Tenant and its consolidated subsidiaries for such quarterly accounting period and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the elapsed portion of the Borrower's current fiscal year ended at with the end last day of such quarterquarterly accounting period, setting forth all in each case reasonable detail and with appropriate notes, if any, and stating in comparative form the figures for the corresponding quarter dates and periods in the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation prepared in accordance with generally accepted accounting principles practice consistently applied, certified as complete and consistency (except for changes concurred correct in all material respects by the Borrower's independent certified public accountantschief financial officer of Tenant (subject to year-end audit adjustments), and otherwise in form satisfactory to Landlord; (b) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as As soon as practicable available and in any event within 90 days after the close end of each fiscal year of Tenant, copies of a consolidated balance sheet of Tenant and its consolidated subsidiaries as of the Borrowerend of such fiscal year, and copies of the related consolidated statements of income and of changes in shareholders’ equity and in financial position of Tenant and its consolidated subsidiaries for such fiscal year, all in reasonable detail and with appropriate notes, if any, and all prepared in accordance with generally accepted accounting practice consistently applied and stating in comparative form the corresponding figures as at of the end of and for the previous fiscal year just closedyear, combined balance sheets of the Borrower and its Consolidated Subsidiaries accompanied by an opinion or report thereon, in scope and the related combined statements of incomesubstance satisfactory to Landlord, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Company or such other firm of independent certified public accountants of nationally recognized standing in the financial community as may be selected by the BorrowerTenant and reasonably acceptable to Landlord, who shall have audited the books and accounts otherwise in a form satisfactory to Landlord; (c) Concurrently with each of the Borrower for such fiscal year; (iii) together with the financial statements referred furnished pursuant to in clauses subsection (ia) and or (iib) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller chief financial officer of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to whichTenant, to the knowledge effect that in the opinion of such officer, based upon a review made under his or her supervision, Tenant has performed and information of the Borrowerobserved all of, the Member and is not in default (whether in the payment performance or observance of any of, its obligations under this Lease (or, if such be not the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrumentcase, mortgage or agreement evidencing or relating to specifying all such Indebtedness) defaults and specifying whether such default has been waived by the Borrower or such other Person failures, and the nature and status thereof, of each which such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the officer may have knowledge and information of the Borrower, Members other than the Largest Members are action proposed to be taken in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtednessthereof), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and ; (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies Copies of all regular and periodical financial statements periodic reports or other financial reports and documents which the Borrower may Tenant or any subsidiary shall make available or be required to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower Commission or any of its Subsidiaries other federal or affiliatesstate regulatory agency or with any municipal or other local body, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting relating to the business, operations, prospects affairs and financial condition of the Borrower or any of Tenant and its Subsidiaries or any Joint Venture subsidiaries as any Bank may, Landlord may from time to time, time reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Lender: (i) as soon as available and available, but in any event within 60 ninety (90) days after the close end of each Fiscal Year, a copy of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended as at the end of such quarterFiscal Year, setting forth in each case in comparative form the figures for the corresponding quarter including a balance sheet and the corresponding portion related statements of the Borrower's previous fiscal yearincome and cash flows, all in reasonable detail accompanied by a report and certified opinion thereon (subject to normal year-end adjustments) as to fairness of presentation prepared in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's auditing standards) of Ernst & Young LLP or other independent certified public accountants) by accountants reasonably acceptable to the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller Lender (which report and opinion shall be unqualified as to going concern and scope of the Borrower; audit); (ii) as soon as practicable and available, but in any event within 90 forty-five (45) days after each of the close first three Fiscal Quarters of each fiscal year Fiscal Year, a copy of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, period; all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and – (ii) aboveto fairly present in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries and to be in reasonable detail and in accordance with GAAP (subject in the case of quarterly financials to changes resulting from normal year-end adjustments and the absence of footnotes); and (iii) as soon as available, but in any event within forty-five (45) days after the end of each Fiscal Quarter, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, complete and accurate Accounts Receivable agings report in such detail as shall be reasonably form satisfactory to the Required BanksLender, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding calculated as of the last day of such Fiscal Quarter; and (iv) as soon as available, but in any event within sixty (60) days after the beginning of each Fiscal Year, management projected year-end of the fiscal period covered by such consolidated financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and its Subsidiaries for such Fiscal Year, including a projected balance sheet and related statements of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower income and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) cash flows and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies a statement of all regular and periodical financial statements or other financial reports and documents the material assumptions on which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementprojections are based.

Financial Information. The Borrower will, Guarantor shall provide Buyer with the following financial and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks reporting information: (ia) as soon as available and in any event within 60 forty-five (45) days after the close end of each of the first three quarters quarterly fiscal periods of each fiscal year of Guarantor and its consolidated Subsidiaries, the Borrowerunaudited, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets of the Borrower Guarantor and its Consolidated consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended as at the end of such quarterperiod and the related unaudited, consolidated statements of income and retained earnings and of cash flows of Guarantor and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the corresponding quarter and periods in the corresponding portion of the Borrower's previous fiscal year, all accompanied by a certificate of a Responsible Officer of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in reasonable detail accordance with GAAP, consistently applied, as at the end of, and certified for, such period (subject to normal year-end audit adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency ); (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (iib) as soon as practicable available and in any event within 90 ninety (90) days after the close end of each fiscal year of Guarantor commencing with the Borrowerfiscal year ending December 31, 2007, the consolidated financial statement of Guarantor and its consolidated Subsidiaries as at the end of such fiscal year, prepared in accordance with GAAP, including the consolidated balance sheets and related consolidated statements of income and retained earnings and of cash flows for Guarantor and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year just closedyear, combined balance sheets accompanied by an opinion thereon of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrowernational standing, who which opinion shall have audited the books not be qualified as to scope of audit or going concern, and accounts of the Borrower for such fiscal year; (iii) together with the shall state that said annual consolidated financial statements referred to in clauses (i) fairly present the consolidated financial condition and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller results of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding operations of Guarantor and its consolidated Subsidiaries as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person of, and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to whichfor, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together year in accordance with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, GAAP; and (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause Within five (b5) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements business days after Buyer’s request made at any time or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, such other reports and financial information relating to Guarantor that is in the possession of Guarantor as Buyer may reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower willhas furnished Lenders with true, correct and will cause each Subsidiary to, keep its books complete copies of account in accordance with generally accepted accounting principles (a) the combined annual financial statements for Borrower and Manager for the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each most recent fiscal year of the Borrower, as at including the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets sheet of the Borrower and its Consolidated Subsidiaries Manager and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period year and (z) identifying all loans which are RUS Guaranteed Loans combined statements of income and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the changes in cash for Borrower and Subsidiaries Manager and a statement of the Borrower shareholder's equity, prepared on a consistent basis in order to fund such RUS Guaranteed Loan, accordance with GAAP (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (bexcept as specifically disclosed therein) and (d) in the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) form included with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file Borrower's Form 10-K as filed with the Securities and Exchange CommissionCommission for such fiscal year, certified without qualification by Borrower's CPAs; (vb) promptly after obtaining knowledge or receiving notice the combined quarterly financial statements for Borrower and Manager for each fiscal quarter elapsed since the expiration of Borrower's most recent fiscal year, including a combined balance sheet and combined statements of income and change in cash of Borrower and the Manager prepared on a consistent basis with the prior fiscal year's financial statements in accordance with GAAP (whether an increase or decrease) except as specifically disclosed therein), and in the form included with Borrower's Form 10-Q, as filed with the Securities and Exchange Commission for any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such changefiscal quarter; and (vic) with reasonable promptnessa certificate of the chief financial officer, such other information respecting principal accounting officer or chief executive officer of Borrower, stating that to his best knowledge after due inquiry the business, foregoing statements present fairly in all material respects the combined financial position of Borrower and Manager and the results of their combined operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank maysubject, from time to time, reasonably request, including, without limitation, solely with respect to the performance and observance by materials described in clause (b), to routine year-end audit adjustments. No changes have occurred in the assets, liabilities or financial condition of Borrower of or Manager from those reflected in the covenants and conditions contained most recent balance sheets referred to above in this AgreementSection which, individually or in the aggregate, have been materially adverse. Since the date of such most recent balance sheet, there has been no material and adverse development in the business or in the operations or prospects of Borrower or Manager.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of the Borrower, the Borrower shall furnish to the Lender, the Borrower’s consolidated audited balance sheet and related audited statement of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of Deloitte LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and certified (subject to normal year-cash flows of the Borrower as of the end adjustments) as to fairness of presentation and for such year in accordance with generally accepted accounting principles and consistency GAAP. (except for changes concurred in by the Borrower's independent certified public accountantsb) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 Within 60 days after the close end of each of the first three fiscal quarters of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall furnish to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by Lender, the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member ’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statement of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statement of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by the chief financial officer, principal accounting officer, treasurer or controller of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and (z) identifying all loans which are RUS Guaranteed Loans cash flows of the Borrower and are outstanding its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal period covered by such financial statementsyear in accordance with GAAP, together with subject to normal year-end audit adjustments and the absence of certain footnotes. (c) Documents required to be delivered pursuant to clauses (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, and (b) of this Section 7.02 (to the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower extent any such documents are included in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection materials otherwise filed with the Indebtedness referred SEC) shall be deemed to in preceding clause (b) and (d) have been delivered on the amount of the Guaranteed Portion of date on which such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file are filed with the Securities SEC, and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or available on the ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition website of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementSEC.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish Deliver to the Banks Facility Agent with sufficient copies for the Lenders to be distributed to the Lenders by the Facility Agent promptly upon the receipt thereof: (i) as soon as available and in any event within 60 available, but not later than ninety (90) days after the close end of each fiscal year of the Guarantor, complete copies of the consolidated financial reports of the Guarantor and its Subsidiaries together with a separate financial report of the Borrower (together with a Compliance Certificate), all in reasonable detail which shall include at least the consolidated balance sheet of the Guarantor and its Subsidiaries and a balance sheet for the Borrower as of the end of such year and the related statements of income and sources and uses of funds for such year, each as prepared in accordance with GAAP, all in reasonable detail, which shall be prepared by an Acceptable Accounting Firm and, with respect to the Guarantor, be audited reports; (ii) as soon as available, but not less than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the BorrowerGuarantor, as at the end of, a quarterly interim balance sheets and for the period commencing at the end profit and loss statements of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower Guarantor and its Consolidated Subsidiaries and the related unaudited combined profit and loss statements and sources and uses of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal yearfunds (together with a Compliance Certificate), all in reasonable detail detail, unaudited, but certified to be true and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in complete by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller chief financial officer of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; Guarantor; (iii) together with promptly upon the financial statements referred mailing thereof to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller shareholders of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptnessGuarantor, copies of all regular financial statements, reports, proxy statements and periodical financial statements other communications provided to the Guarantor's shareholders; (iv) within ten (10) days of the Guarantor's receipt thereof, copies of all audit letters or other correspondence from any external auditors including material financial reports information in respect of the Guarantor and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange CommissionSubsidiaries; and (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the performance Facility Agent may from time to time reasonably request, certified to be true and observance complete by the Borrower chief financial officer of the covenants and conditions contained in this Agreement.Guarantor;

Financial Information. The Borrower willshall promptly furnish to each Lender, and will cause each Subsidiary toall such financial information as the Agent shall reasonably request. Without limiting the foregoing, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Agent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the following: (ia) as As soon as available and available, but in any event within 60 not later than ninety (90) days after the close of each of the first three quarters of each fiscal year of the BorrowerFiscal Year, as at the end ofaudited consolidated balance sheets, and income statements, cash flow statements and changes in stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated consolidated Subsidiaries for such quarter Fiscal Year, and for the portion of the Borrower's fiscal year ended at the end of such quarteraccompanying notes thereto, setting forth in each case in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the Borrower and its consolidated Subsidiaries as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants selected by the Borrower and reasonably satisfactory to the Agent. The Borrower, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having financial statements audited by them is for use by the Agent and the Lenders. To the extent the Borrower cannot provide Agent with any additional financial statements and other supporting financial documents and schedules as the Agent may request, the Borrower hereby authorizes the Agent, with the Borrower’s participation, to communicate directly with the Borrower’s certified public accountants and, by this provision, authorizes those accountants to discuss directly with the Agent, with Borrower’s participation, the finances and affairs of the Borrower; provided, that if any request made to such accountants by the Agent is for information, materials or other supporting financial documents or schedules with respect to matters which are outside the scope of such accountants’ engagement or which have not been approved for release by Borrower’s audit committee, at the request of Agent, Borrower will propose to its audit committee for consideration at its next scheduled meeting an amendment to include such additional matters in the scope of its accountants’ engagement and/or to approve the release of such materials or supporting information as Agent shall request; provided, further that such accountants may only disclose such materials and supporting information if permitted to be disclosed pursuant to such accountants’ policies and procedures. (b) As soon as available, but in any event not later than thirty (30) days after the end of each month, unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such month, and unaudited consolidated income statements and cash flow statements for the Borrower and its consolidated Subsidiaries for such month and for the period from the beginning of the Fiscal Year to the end of such month, all in reasonable detail, fairly presenting the financial position and results of operations of the Borrower and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding quarter period for the prior Fiscal Year and the corresponding portion of for the Borrower's previous fiscal year’s budget, and prepared in accordance with GAAP applied consistently as with the audited Financial Statements required to be delivered pursuant to Section 5.2(a); provided, however, that monthly cash flow statements will be prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date and which is not in accordance with GAAP. The Borrower shall certify by a certificate signed by its chief financial officer that all such statements (except the monthly cash flow statements) have been prepared in reasonable detail accordance with GAAP and certified (present fairly the Borrower’s financial position as at the dates thereof and its results of operations for the periods then ended, subject to normal year-end adjustments. (c) as With each of the audited Financial Statements delivered pursuant to fairness Section 5.2(a), a certificate of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountantsaccountants that examined such statement to the effect that they have reviewed and are familiar with this Agreement and that, in examining such Financial Statements, they did not become aware of any fact or condition which then constituted a Default or Event of Default with respect to a financial covenant, except for those, if any, described in reasonable detail in such certificate. (d) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller With each of the Borrower; annual audited Financial Statements delivered pursuant to Section 5.2(a), and within thirty (ii30) as soon as practicable and in any event within 90 days after the close end of each fiscal year month, a certificate of the Borrowerchief financial officer of the Borrower setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with the covenants set forth in Sections 7.22 through 7.24 during the period covered in such Financial Statements and as at the end thereof. Within thirty (30) days after the end of each month, a certificate of the chief financial officer of the Borrower stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Borrower is, at the date of such certificate, in compliance in all material respects with all of its respective covenants and agreements in this Agreement and the other Loan Documents, (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such month, (D) describing and analyzing in reasonable detail all material trends, changes, and developments in each and all Financial Statements; and (E) explaining the variances of the figures in the corresponding budgets and prior Fiscal Year financial statements. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Borrower has taken or proposes to take with respect thereto. (e) No sooner than sixty (60) days and not less than thirty (30) days prior to the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as at the end of and for each month of such Fiscal Year. (f) Promptly after filing with the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries PBGC and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) aboveIRS, a certificate signed by the Governorcopy of each annual report and, the Chief Financial Officerupon Agent’s request, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding filings filed with respect to each such Member Plan of the Borrower. (g) As soon as of available, but in any event not later than forty-five (45) days after the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statementseach Fiscal Quarter, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical unaudited consolidated financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file for such Fiscal Quarter, in a form consistent with Borrower’s Form 10-Q quarterly report filed with the Securities and Exchange Commission; (v) promptly after obtaining knowledge Commission for the Fiscal Quarter ending February 28, 2003. Promptly upon the filing thereof, Borrower shall notify Agent if any reports or receiving notice of a change (whether an increase or decrease) in any rating issued other documents have been filed by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act. Borrower shall promptly provide Agent with copies of any of the above filings if not electronically available and shall promptly provide Agent with copies of all reports, notices, or affiliates, a notice setting forth statements sent or received by the Borrower or any of its Subsidiaries to or from the holders of any equity interests of the Borrower (other than routine non-material correspondence sent by shareholders of the Borrower to the Borrower) or any such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition Subsidiary or of any Debt of the Borrower or any of its Subsidiaries registered under the Securities Act of 1933 or to or from the trustee under any Joint Venture indenture under which the same is issued. (h) As soon as available, but in any Bank mayevent not later than 15 days after the Borrower’s receipt thereof, a copy of all management reports and management letters prepared for the Borrower by any independent certified public accountants of the Borrower. (i) Promptly after their distribution or filing, as applicable, copies of any and all proxy statements, financial statements, and reports which the Borrower makes available to its shareholders; provided, that if any such materials are available electronically as a filing with the Securities and Exchange Commission, Borrower shall give Agent prompt notice of such filing and need not provide Agent with copies of such publicly filed materials. (j) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return filed by the Borrower or by any of its Subsidiaries. (k) Within fifteen (15) days after the end of each month (for such month) or more frequently if requested by Agent, a Borrowing Base Certificate together with supporting information in accordance with Section 9 of the Security Agreement. (l) On each anniversary date of the Closing Date and at any other time as Agent shall request so long as an Event of Default has occurred and is continuing, an updated Schedule 6.13 which shall be complete and accurate as of such date. On the last day of each Fiscal Quarter and at any other time as Agent shall request so long as an Event of Default has occurred and is continuing, an updated Schedule 6.12 which shall be complete and accurate as of such date. (m) Such additional information as the Agent and/or any Lender may from time to time, time reasonably request, including, without limitation, with respect to request regarding the performance financial and observance by business affairs of the Borrower of the covenants and conditions contained in this Agreementor any Subsidiary.

Financial Information. The Borrower willCompany will furnish to each Major Holder the information set forth in this Section 7.2; provided, that the Company shall not be required to furnish such information to a Major Holder if the Board determines in good faith that such Major Holder is a competitor to the Company (provided that in no event shall Kinnevik (or its Affiliates) or Oak (or its Affiliates) be deemed to be a competitor to the Company and that, as of the Effective Date, Walgreens (and its Affiliates) is deemed to not be a competitor to the Company): (a) As soon as practicable after the end of each fiscal year of the Company, and will cause in any event within one hundred fifty (150) days thereafter, a copy of the annual audited financial statements for such fiscal year for the Company and its Subsidiaries, if any, including therein balance sheets of the Company and its Subsidiaries, if any, as of the end of such fiscal year and statements of income and members’ equity and of cash flows of the Company for such fiscal year, setting forth in each Subsidiary tocase in comparative form the corresponding figures for the preceding fiscal year, keep its books of account all prepared in accordance with generally accepted accounting principles and consistently applied (“GAAP”), all such consolidated statements to be duly certified by such independent public accountants of recognized national standing approved by the Borrower will furnish Board to the Banks prepare such reports; (ib) as As soon as available and in any event within 60 forty-five (45) days after the close end of each of the first three quarters of each fiscal year of the BorrowerCompany, an unaudited balance sheet of the Company and its Subsidiaries, if any, as at of the end of, of such quarter and the related unaudited statements of income and members’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding quarter period of the preceding fiscal year and the corresponding portion of the Borrower's previous fiscal budget for such current year, all in reasonable detail and certified prepared in accordance with GAAP (subject to normal year-end adjustments) as to fairness of presentation audit adjustments and not including all footnotes thereto that may be required in accordance with generally accepted accounting principles GAAP); (c) Upon request (but not more frequently than the delivery of the financial statements described in Sections 7.2(a) and consistency 7.2(b)), a statement showing the number of Units of each class and series of membership interests (except including Profits Interests) and securities convertible into or exercisable for changes concurred in by Units outstanding at the Borrower's independent certified public accountants) by end of the Chief Financial Officerapplicable period, the GovernorJunior Units issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Junior Units and the exchange ratio or exercise price applicable thereto, an Assistant Secretary-Treasurer or and the Controller number of Units not yet issued but reserved for issuance under the Borrower; Equity Incentive Plan, if any, all in sufficient detail as to permit the Preferred Unit Holders to calculate their respective percentage equity ownership in the Company; (iid) as As soon as practicable available and in any event within 90 thirty (30) days after the close end of each calendar month, a statement of recognized revenue, bookings and retained earnings on a monthly basis, compared against the corresponding figures from such month from the preceding fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements budget for such current year; and (e) Not later than sixty (60) days after December 31 of incomeeach year, expenses an annual budget and net margins, changes in Members' equity quarterly and cash flow monthly operating budgets for such fiscal year for the Borrower in a form and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall may be reasonably satisfactory acceptable to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end a majority of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementDirectors.

Financial Information. (a) The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2010 and the related unaudited combined consolidated statements of incomeoperations, expenses cash flows and net marginsshareholders’ equity for the Fiscal Year then ended, changes reported on by PricewaterhouseCoopers LLP, fairly present in Members' equity and cash flow all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such quarter Fiscal Year. (b) The consolidated balance sheet of RehabCare and its Consolidated Subsidiaries as of December 31, 2010 and the related consolidated statements of operations, cash flows and shareholders’ equity for the Fiscal Year then ended, reported on by KPMG LLP, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of RehabCare and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Year. (c) The consolidated balance sheet of RehabCare and its Consolidated Subsidiaries as of the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date and the related consolidated statements of operations, cash flows and shareholders’ equity for the Fiscal Quarter then ended and for the portion of the Borrower's fiscal year ended at the end of such quarterFiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief a Financial Officer, fairly present in all material respects, in conformity with GAAP, the Governor, an Assistant Secretary-Treasurer or the Controller consolidated financial position of the Borrower; RehabCare and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such periods. (iid) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined The consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as of the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date and the related combined consolidated statements of incomeoperations, expenses cash flows and net marginsshareholders’ equity for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, changes certified by a Financial Officer, fairly present in Members' equity and cash flow for such fiscal year for all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries, all in reasonable detail Subsidiaries as of such date and fully certified their consolidated results of operations and cash flows for such periods. (without any qualification as e) The Borrower has heretofore delivered to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by Lenders the Borrower’s unaudited pro forma consolidated balance sheet dated as of December 31, who shall have audited the books 2010 and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end last day and for the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date and unaudited pro forma statement of income for the four fiscal quarters ended December 31, 2010 and ended as of and for the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date, in each case adjusted to give effect to the consummation of the fiscal period covered by such financial statements Transactions as to which, to if the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitationTransactions, with respect to the performance and observance pro forma balance sheet, had occurred on the last day of the most recently completed Fiscal Year or with respect to the pro forma statements of income, had occurred on the first day of the most recently completed Fiscal Year, prepared in accordance with Regulation S-X of the Securities Act of 1933, as amended (subject to exceptions customary for an offering under Rule 144A) (the “Pro Forma Financial Statements”). Such Pro Forma Financial Statements have been prepared in good faith by the Borrower Credit Parties, (i) based on the assumptions stated therein (which assumptions are believed by the Credit Parties on the Closing Date to be reasonable at the time delivered), and on the information reasonably available to the Credit Parties as of the covenants date of delivery thereof and conditions contained (ii) present fairly in this Agreementall material respects the pro forma consolidated financial position and results of operations of Parent Guarantor as of such date and for such periods, assuming that the Transactions had occurred at such dates. (f) Since December 31, 2010, no event has occurred and no condition has come into existence which (i) has had a Material Adverse Effect (other than any such event or condition the Material Adverse Effect of which has ceased) or (ii) is reasonably likely to have a Material Adverse Effect.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles shall provide to the Agents and the Borrower will furnish to the Banks Security Trustee (i) as soon as available and in any event (x) within 60 days after the close end of each of the first three quarters of quarterly periods in each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined either (1) a consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries and consolidated subsidiaries prepared by it as of the close of such period, together with the related unaudited combined consolidated statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries income for such quarter and for the portion of period, certified by the Borrower's fiscal year ended at ’s chief executive officer or chief financial officer as having been prepared on a consolidated basis in accordance with GAAP consistently applied (except for inconsistencies required by changes to GAAP and changes approved by the end of such quarteraccountants referred to in clause (y)(1) below in accordance with GAAP), setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustmentsaudit adjustments and the absence of footnotes or (2) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller a report of the BorrowerBorrower on Form 10-Q in respect of such period in the form filed with the Securities and Exchange Commission; and (iiy) as soon as practicable and in any event within 90 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined either (1) a consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries and consolidated subsidiaries as of the close of such fiscal year, together with the related combined consolidated statements of income, expenses and net margins, changes in Members' equity and cash flow income for such fiscal year for year, as certified by independent public accountants of recognized national standing selected by the Borrower to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiariessubsidiaries on a consolidated basis in accordance with GAAP consistently applied (except for inconsistencies required by changes to GAAP and changes approved by such accountants in accordance with GAAP), all in reasonable detail and fully certified or (without any qualification as to the scope of the audit2) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts a report of the Borrower for on Form 10-K in respect of such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether year in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file form filed with the Securities and Exchange Commission; and (vii) promptly after obtaining knowledge such other non-confidential information readily available to the Borrower as the Agents or receiving notice of a change the Security Trustee shall reasonably request. The items required to be furnished pursuant to clause (whether an increase or decreasei) in any rating issued by S&P or above shall be deemed to have been furnished on the date on which such item is posted on the Securities and Exchange Commission’s website at ▇▇▇.▇▇'▇ pertaining ▇.▇▇▇, and such posting shall be deemed to any securities of, or guaranteed by, satisfy the Borrower or any requirements of its Subsidiaries or affiliates, a notice setting forth such change; and clause (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreemente).

Financial Information. (a) The Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with generally accepted accounting principles and the principles. (b) The Borrower will furnish to the Banks Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's ’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's ’s previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles in all material respects and consistency (except for changes concurred in by the Borrower's ’s independent certified public accountants) by the Chief Financial Executive Officer, the GovernorChief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; ; (ii) as soon as practicable and in any event within 90 the earlier of (i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Deloitte & Co. Touche LLP or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; ; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the GovernorChief Executive Officer, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, , (xA) identifying (Ax) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or its Consolidated Subsidiaries or by any other Person and Guaranteed by the Borrower or its Consolidated Subsidiaries to the ten Members or borrowers of any of the forty Members Consolidated Subsidiary (“Consolidated Subsidiary Members”), taken as a whole, with the largest amount of Indebtedness to (or Guaranteed by) the Borrower or its Consolidated Subsidiaries outstanding as at the end of the fiscal period covered by such financial statements (the "“Largest Members"”) as to which, to the knowledge and information of the BorrowerBorrower or such Consolidated Subsidiary, the Member or Consolidated Subsidiary Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such Consolidated Subsidiary or such other Person and the nature and status of each such default not so waived and (By) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the BorrowerBorrower or such Consolidated Subsidiary, Members or Consolidated Subsidiary Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or are in default with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), Indebtedness and as to which the Borrower or such Consolidated Subsidiary has commenced the exercise of remedies in respect thereof, (yB) identifying the ten Members or Consolidated Subsidiary Members, taken as a whole, with the largest amount of Indebtedness to (or Guaranteed by) the Borrower or its Consolidated Subsidiaries outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member or Consolidated Subsidiary Member as of the end of such fiscal period and period, and (zC) identifying providing the aggregate principal amount of all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal provided that if such amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred has previously been disclosed by the Borrower in its regular or periodical reports filed with, or furnished to, the Securities and Subsidiaries of Exchange Commission, then the Borrower in order to fund certificate need only reference such RUS Guaranteed Loan, (c) report and the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion section of such RUS Guaranteed Loan; report in which such information may be found; (iv) with reasonable promptness, copies of all regular and periodical financial statements reports (including Current Reports on Form 8-K) filed with, or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with furnished to, the Securities and Exchange Commission; ; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'’▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. (a) The balance sheet of the Borrower willas of December 31, 2017 and the related statements of operations, equity and cash flows for the fiscal year then ended, have been reported on by Ernst & Young LLP, independent certified public accountants for the Borrower, and will cause are set forth in the Borrower’s 2017 Form 10-K, a copy of which has been delivered to each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Lenders. Such financial statements (i) as soon as available present fairly, in all material respects, the financial position and in any event within 60 days after the close results of each operations and cash flows of the first three quarters Borrower as of each fiscal year of the Borrower, as at the end of, such dates and for such periods in conformity with GAAP and (ii) show, to the period commencing at the end of the previous fiscal year extent required by GAAP and ending withtogether with all footnotes to such financial statements, such quarterall material indebtedness and other liabilities, unaudited combined balance sheets direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and the related Debt. (b) The unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2018, and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, set forth in the Borrower’s Form 10-Q for the quarter ended September 30, 2018, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified six month period (subject to normal year-end adjustments). (c) as The financial information delivered to fairness of presentation the Lenders pursuant to Sections 6.01(a) and (b) (i) fairly presents, in accordance all material respects, in conformity with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial OfficerGAAP, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets consolidated financial position of the Borrower and its Consolidated Subsidiaries (or, if applicable, ETRN and its consolidated subsidiaries) as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the related combined statements absence of incomefootnotes), expenses and net margins(ii) shows, changes to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries (or, if applicable, ETRN and its consolidated subsidiaries) as of the date thereof, including liabilities for taxes, material commitments and Debt. (d) Since December 31, 2021, there has been no material adverse change in Members' equity and cash flow for such fiscal year for the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification considered as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementwhole.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish deliver to the Banks Lenders (ia) as soon as available and in any event within 60 one hundred five (105) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related statements of revenue and expenses, statements of shareholder's equity and statements of cash flow for such year, accompanied by the audit report thereof by independent certified public accountants selected by the Borrower and approved by the Agent (which report shall be prepared in accordance with generally accepted accounting principles consistently applied and shall not he qualified by reason of restricted or limited examination of any material portion of the Borrower's (or any Subsidiary's) records and shall contain no disclaimer of opinion); (b) as soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of the Borrower, the unaudited consolidated balance sheet and statement of revenues and expenses, statement of shareholder's equity and statement of cash flow of the Borrower and its Subsidiaries as of the end of such fiscal quarter (including the fiscal year to the end to such fiscal quarter), accompanied by an Officer's Certificate substantially in the form of attached Exhibit F to the effect that such unaudited balance sheet and related statements have been prepared in accordance with generally accepted accounting principles consistently applied and present fairly the consolidated financial position and results of operations of the Borrower and the Subsidiaries as of the end of and for such fiscal quarter; (c) within sixty (60) days after the close of each of the first three fiscal quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified within one hundred five (subject to normal year-end adjustments105) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower's fiscal years, as at an Officer's Certificate substantially in the end of and for the fiscal year just closed, combined balance sheets form of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding attached Exhibit F stating that as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end close of such fiscal period quarter no Default or Event of Default had occurred and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and was continuing; (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptnessas soon as available, copies of all regular and periodical financial statements or other financial reports and documents which the sent by Borrower may make available to its Members or bondholders or file shareholders and all quarterly and annual reports filed by Borrower with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such changeCommission and each other Governmental Authority having jurisdiction over Borrower; and (vie) with reasonable promptnessall other statements, such reports and other information respecting as the business, operations, prospects and Agent or any Lender may reasonably request concerning the financial condition and business affairs of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementBorrower's Subsidiaries.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) So long as any of the Securities remain outstanding, the Company will provide the following information to each Buyer: (A) as soon as available practicable and in any event within 60 45 days after the close end of each of quarterly period (other than the first three quarters of last quarterly period) in each fiscal year of the Borroweryear, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined consolidated statements of incomeoperations, expenses and net margins, changes in Membersstockholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for such quarter and for the portion period from the beginning of the Borrower's current fiscal year ended to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterquarterly period, setting forth in each case in comparative form the figures for the corresponding quarter and period in the corresponding portion of the Borrower's previous preceding fiscal year, all in reasonable detail and certified (by the Chief Financial Officer of the Company, subject to normal changes resulting from year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency ; (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (iiB) as soon as practicable and in any event within 90 days after the close end of each fiscal year year, consolidated statements of operations, stockholders' equity and cash flows of the BorrowerCompany and its Subsidiaries for such year, and the consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) Company by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized national standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; Company; (iiiC) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptnesspromptly after their becoming available, copies of all regular registration statements and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower Company or any of its Subsidiaries shall have filed with the SEC or affiliatesany national securities exchange or quotation system; (D) promptly after the mailing thereof to the holders of Common Stock of the Company, a notice setting forth such changecopies of all financial statements, reports and proxy statements so mailed; (E) promptly after their becoming available, copies of all reports and compliance certificates filed in connection with the Financing Agreements and the Congress Facility; and (F) true, complete and (vi) with reasonable promptnesscorrect copies of all documents, such reports, financial data and other information respecting that each Buyer may reasonably request. (ii) The Company shall permit the business, operations, prospects authorized representatives designated by each Buyer to visit and financial condition inspect any of the Borrower properties of the Company or any of its Subsidiaries or any Joint Venture Subsidiaries, including their books of account, and to discuss their affairs, finances and accounts with their officers, all at such times as any Bank mayeach Buyer may reasonably request. (iii) Each Buyer shall have the right to consult with and advise the management of the Company and its subsidiaries, upon reasonable notice at reasonable times from time to time, reasonably request, including, without limitation, with respect on all matters relating to the performance and observance by the Borrower operation of the covenants Company and conditions contained in this Agreementits Subsidiaries.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and Administrative Agent shall have received copies of: (a) the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries for the fiscal years ended December 31, 2014, 2015 and 2016, the related consolidated statement of operations, the related consolidated statement of members’ capital and the related unaudited combined consolidated statement of cash flows for the fiscal years ended on such dates, each prepared in accordance with GAAP applied on a consistent basis in accordance with past practice except for any changes required by GAAP or as noted in the notes to the financial statements, accompanied by an unqualified report of Ernst & Young LLP and (b) the audited consolidated balance sheet of Sharyland and its Subsidiaries (not including separate statements of incomeSharyland’s subsidiaries) for the fiscal years ended December 31, expenses 2014, 2015 and net margins2016, and the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for the calendar years ended on such dates, each prepared in accordance with GAAP applied on a consistent basis in accordance with past practice except for any changes required by GAAP or as noted in Members' equity and cash flow the notes to the financial statements, accompanied by an unqualified report of Ernst & Young LLP; (ii) unaudited consolidated financial statements of the Borrower and its Consolidated Subsidiaries and the unaudited consolidated financial statements of Sharyland and its Subsidiaries (not including separate statements of Sharyland’s subsidiaries) for such each fiscal quarter and for ended after the portion of the Borrower's fiscal latest calendar year referred to above in Section 5(i)(i), as applicable, ended at least 45 days prior to the end Closing Date and the related unaudited consolidated statement of such quarteroperations, setting forth in each case in comparative form the figures related consolidated statement of members’ capital and the related consolidated statement of cash flows for the corresponding quarter period certified by an Authorized Officer of Sharyland and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at applicable, as being prepared in good faith and in accordance with GAAP applied on a consistent basis except for any changes required by GAAP or as noted in the end of and for notes to the fiscal year just closed, combined balance sheets financial statements; and (iii) projections of the Borrower and its Consolidated Subsidiaries and through 2019 that are not, in the related combined statements reasonable determination of incomethe Administrative Agent, expenses and net margins, changes materially inconsistent in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without an adverse manner with any qualification as comparable projections delivered to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory Administrative Agent prior to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementClosing Date.

Financial Information. (a) The most recent annual audited consolidated balance sheets of each of Borrower, EXCO and Venus and the related consolidated statements of operations and cash flows for the Fiscal Year then ended, copies of which have been delivered to each Bank, fairly present, in conformity with GAAP, the consolidated financial position of each of Borrower, EXCO and Venus as of the end of such Fiscal Year and its consolidated results of operations and cash flows for such Fiscal Year. (Notwithstanding the foregoing, the representation and warranty contained in this Section 8.4(a) will not be deemed to be made with respect to Borrower willuntil such time as annual audited consolidated balance sheets, statements of operations and will cause cash flows for Borrower for the Fiscal Year ended December 31, 1999 are delivered to each Subsidiary to, keep its books of account Bank in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Section 9.1(a)). (ib) as soon as available and in any event within 60 days after the close The most recent quarterly unaudited consolidated balance sheet of each of the first three quarters of each fiscal year of the Borrower, as at the end ofEXCO and Venus delivered to Banks, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined consolidated statements of income, expenses and net margins, changes in Members' equity operations and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and flows for the portion of the Borrower's, EXCO's fiscal year ended at the end of such quarterand Venus's Fiscal Year then ended, setting forth fairly present, in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance conformity with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together GAAP applied on a basis consistent with the financial statements referred to in clauses Section 8.4(a), the consolidated financial position of Borrower, EXCO and Venus as of such date and its consolidated results of operations and cash flows for such portion of Borrower's, EXCO's and Venus's Fiscal Year. (Notwithstanding the foregoing, the representation and warranty contained in this Section 8.4(b) will not be deemed to be made with respect to Borrower until such time as quarterly unaudited consolidated balance sheets, statements of operations and cash flows for Borrower for the Fiscal Quarter ending September 30, 1999 are delivered to each Bank in accordance with Section 9.1(b)). (c) No Material Adverse Change has occurred. (d) After giving effect to the transactions contemplated by this Agreement, (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller fair value of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status property of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other Credit Party is greater than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably requestliabilities, including, without limitation, with respect contingent liabilities, of each Credit Party , (ii) the present fair saleable value of the assets of each Credit Party is not less than the amount that will be required to pay the liability of such Credit Party on its debts as they become absolute and matured, (iii) each Credit Party is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) no Credit Party intends to, and no Credit Party believes that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (v) no Credit Party is engaged in a business or transaction, and no Credit Party is about to engage in business or a transaction for which such Credit Party's property would constitute unreasonably small capital after giving due consideration to the performance prevailing practice in the industry in which such Credit Party is engaged. (e) Borrower was formed on June 25, 1999 for the purpose of acquiring and observance by developing the Borrower Apache Properties and producing and marketing Hydrocarbons therefrom. Prior to giving effect to the acquisition of the covenants Apache Properties, Borrower had no assets, operations, employees or liabilities of any nature (contingent or otherwise) other than rights and conditions contained in obligations arising under the Apache Acquisition Agreement, this AgreementAgreement and the other Loan Papers.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of MSG, the BorrowerBorrower shall furnish to the Lender, MSG’s consolidated audited balance sheet and related audited statement of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of KPMG LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and certified (subject to normal year-cash flows of MSG as of the end adjustments) as to fairness of presentation and for such year in accordance with generally accepted accounting principles and consistency GAAP. (except for changes concurred in by the Borrower's independent certified public accountantsb) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 Within 60 days after the close end of each of the first three fiscal quarters of each fiscal year of the BorrowerMSG, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall furnish to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the BorrowerLender, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member MSG’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statement of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statement of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by the chief financial officer, principal accounting officer, treasurer or controller of MSG as presenting fairly, in all material respects, the financial position, results of operations and (z) identifying all loans which are RUS Guaranteed Loans cash flows of MSG and are outstanding its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal period covered by such financial statementsyear in accordance with GAAP, together with subject to normal year-end audit adjustments and the absence of certain footnotes. (ac) the principal amount of each such RUS Guaranteed Loan as of Within 60 days after the end of such each fiscal periodquarter of Teamco (or within 120 days after the end of the last fiscal quarter in the fiscal year of Teamco), the Borrower shall furnish to the Lender, (bi) unaudited management accounts of Teamco for the total amount most recently ended fiscal quarter of Indebtedness incurred by Teamco, and in the Borrower case of the last fiscal quarter in the fiscal year of Teamco, unaudited management accounts of Teamco for the most recently ended fiscal year of Teamco, and Subsidiaries (ii) a certificate of the Borrower signed by a Financial Officer and in order substantially the form attached hereto as Exhibit I (a “Compliance Certificate”) (i) stating that to fund the best of his or her knowledge no Default or Event of Default has occurred since the delivery of the Compliance Certificate for the previous fiscal quarter, or if a Default or Event of Default has occurred since such RUS Guaranteed Loandate, (c) stating the total interest expense incurred during such fiscal period by nature thereof and what action the Borrower and Subsidiaries of the Borrower in connection proposes to take with the Indebtedness referred to in preceding clause (b) respect thereto, and (dii) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) disclosing any Change in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementControl.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish Furnish to the Banks Lender: (ia) as soon as available and available, but in any event within 60 one hundred eighty (180) days after the close of each of the first three quarters end of each fiscal year of the Borrower, as at commencing with the end of, and for the period commencing at the end of the previous fiscal year ending March 31, 2021 and ending withcontinuing for each fiscal year thereafter, such quarter, unaudited combined (i) the audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended as at the end of such quarterfiscal year and the related consolidated statements of income, cash flows and changes in members’ equity (or comparable statement) for such year as contained in the annual report to the Investors of Borrower and notes thereto, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail accompanied by an unqualified report and certified (subject to normal year-end adjustments) as to fairness opinion thereon of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by accountants acceptable to the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; Lender; (iib) as soon as practicable and available, but in any event within 90 thirty (30) days after the close end of each fiscal year month commencing with the fiscal month ending November 30, 2020 and continuing for each fiscal month thereafter, an unaudited consolidated balance sheet of the Borrower, Borrower as at the end of such fiscal month and the related unaudited consolidated statements of income, cash flows and changes in shareholder equity (or comparable statement) for such fiscal month setting forth the fiscal year just closedfair market value, combined balance sheets number, and volume of holdings of all underlying investments, certified by the chief financial officer, controller or other appropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its Consolidated Subsidiaries results of operation, cash flow and the related combined statements of income, expenses and net margins, changes in Members' equity financial position (subject to year-end adjustments), with all of the financial statements in the foregoing clauses (a) and cash flow for such fiscal year for the Borrower (b) to be complete and its Consolidated Subsidiaries, correct in all material respects and to be prepared in reasonable detail acceptable to the Lender and fully certified in accordance with GAAP; (without any qualification c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as to the scope matters set forth therein and (ii) a summary of performance of each Underlying Fund and Permitted Investment, including (A) each Permitted Investment’s Net Asset Value and all distributions and other payments made by such Underlying Fund or any other issuer of any Permitted Investment, and (B) all Underlying Funds and other Permitted Investments acquired during the applicable month, as applicable; (d) on the thirtieth (or, if there is no corresponding day in any applicable fiscal month, the last calendar day of such fiscal month) calendar day of each fiscal month, commencing on November 30, 2020, a current, correct and complete (i) internally prepared schedule of all Permitted Investments of the auditLoan Parties and (ii) chart of the Loan Parties’ Deposit Accounts, Securities Accounts and Commodity Accounts in substantially the form provided by ▇▇▇▇▇▇ the Borrower to the Lender prior to the Closing Date; (e) promptly upon receipt thereof, copies of all financial statements, reports and other material information and other material correspondence sent to or received by the Borrower or any other Loan Party from any Underlying Fund or any other issuer of any Permitted Investment, including notices of default, or the Borrower’s or any other Loan Party’s funding obligation to or its rights under any Underlying Fund or any other issuer of any Permitted Investment and any notice containing a reference to any alleged misconduct of the Borrower, any other Loan Party, the Investment Advisor or any of their respective Subsidiaries; (f) promptly after the execution thereof, copies of all material amendments or other material changes to the Prospectus or the Fund Policies, the Investment Management Agreement, any Investment Sub-Advisory Agreement, and any new investment advisory contract entered into after the Closing Date; and (g) promptly upon ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower’s written request, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (financial statements, reports or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived Loan Party reasonably requested by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementLender.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles Lead Arrangers and the Borrower will furnish to the Banks Lenders shall have received (i) as soon as available and in any event within 60 days after the close of each audited consolidated financial statements of the first Recapitalized Business (with RSC as the reporting entity) for the three quarters Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Recapitalized Business ended prior to the Closing Date, (ii) unaudited consolidated financial statements of ACNA for the quarterly periods ended March 31, 2006 and June 30, 2006, and unaudited consolidated financial statements for the Recapitalized Business (with RSC as the reporting entity) for the quarterly period ended September 30, 2006 and for each fiscal year quarter ended at least 45 days prior to the Closing Date, (iii) a pro forma consolidated balance sheet of the Borrower, Recapitalized Business as at of the end of, date of the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and a pro forma statement of operations for the most recent Fiscal Year, interim period commencing at and 12-month period ending on the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end last day of such quarterinterim period, setting forth in each case adjusted to give effect to the Transaction, and any other transactions that would be required to be given pro forma effect by Regulation S-X for a Form S-1 Registration Statement under the Securities Act, and such other adjustments as may be reasonably agreed between the Parent Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in comparative form reasonable detail, that the figures total consolidated indebtedness of the Recapitalized Business and its subsidiaries consisting of indebtedness for borrowed money (including purchase money indebtedness) and capital leases (determined on a pro forma basis after giving effect to the Transaction) does not exceed 4.40 multiplied by EBITDA of the Recapitalized Business (calculated subject to the Closing Date adjustments set forth on Schedule 5.1(e) hereto) for the corresponding quarter and twelve-month period ending on the corresponding portion last day of the Borrower's previous fiscal yearquarter ending no more than 45 days prior to the Closing Date, all in reasonable detail and certified (subject to normal year-end adjustmentsiv) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller interim financial statements of the Borrower; Recapitalized Business (ii) with RSC as soon as practicable and in any event within 90 days the reporting entity), for each month ended after the close of each fiscal year date of the Borrower, as last available quarterly financial statements and at least 30 days prior to the end Closing Date and (v) detailed projected consolidated financial statements of the Recapitalized Business and its Subsidiaries for the fiscal year just closedfive Fiscal Years ending after the Closing Date, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who which projections shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at reflect the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and forecasted consolidated financial condition of the Parent Borrower or any of and its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect after giving effect to the performance Transaction and observance the related financing thereof, and (y) be prepared and approved by the Borrower of the covenants and conditions contained in this AgreementParent Borrower.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of MSG, the BorrowerBorrower shall furnish to the Lender, MSG’s consolidated audited balance sheet and related audited statement of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of KPMG LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and certified (subject to normal year-cash flows of MSG as of the end adjustments) as to fairness of presentation and for such year in accordance with generally accepted accounting principles and consistency GAAP. (except for changes concurred in by the Borrower's independent certified public accountantsb) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 Within 60 days after the close end of each of the first three fiscal quarters of each fiscal year of the BorrowerMSG, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall furnish to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the BorrowerLender, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member MSG’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statement of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statement of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by the chief financial officer, principal accounting officer, treasurer or controller of MSG as presenting fairly, in all material respects, the financial position, results of operations and (z) identifying all loans which are RUS Guaranteed Loans cash flows of MSG and are outstanding its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal period covered by such financial statementsyear in accordance with GAAP, together with subject to normal year-end audit adjustments and the absence of certain footnotes. (ac) the principal amount of each such RUS Guaranteed Loan as of Within 60 days after the end of such each fiscal periodquarter of Teamco (or within 120 days after the end of the last fiscal quarter in the fiscal year of the Teamco), the Borrower shall furnish to the Lender, (bi) unaudited management accounts of Teamco for the total amount most recently ended fiscal quarter of Indebtedness incurred by Teamco, and in the Borrower case of the last fiscal quarter in the fiscal year of Teamco, unaudited management accounts of Teamco for the most recently ended fiscal year of Teamco, and Subsidiaries (ii) a certificate of the Borrower signed by a Financial Officer and in order substantially the form attached hereto as Exhibit I (a “Compliance Certificate”) (i) stating that to fund the best of his or her knowledge no Default or Event of Default has occurred since the delivery of the Compliance Certificate for the previous fiscal quarter, or if a Default or Event of Default has occurred since such RUS Guaranteed Loandate, (c) stating the total interest expense incurred during such fiscal period by nature thereof and what action the Borrower and Subsidiaries of the Borrower in connection proposes to take with the Indebtedness referred to in preceding clause (b) respect thereto, and (dii) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) disclosing any Change in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementControl.

Financial Information. (a) The Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with generally accepted accounting principles and the U.S. GAAP. (a) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to the Banks Administrative Agent for distribution to the Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries Entities and the related unaudited combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries Entities for such quarter and for the portion of the Borrower's ’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's ’s previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles U.S. GAAP in all material respects and consistency (except for changes concurred in by the Borrower's ’s independent certified public accountants) by the Chief Financial Executive Officer, the GovernorChief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; ; (ii) as soon as practicable and in any event within 90 the earlier of (i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries Entities and the related combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated SubsidiariesEntities, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. KPMG LLP or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; ; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements reports (including Current Reports on Form 8-K) filed with, or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with furnished to, the Securities and Exchange Commission; ; (viv) promptly after obtaining knowledge the public announcement of, or promptly after receiving a written notice of of, a change (whether an increase or decrease) in any rating issued by S&P either S&P, Moody’s or ▇▇▇▇▇'▇ Fitch, solely to the extent that the Borrower is then under an existing contract with such agency for the provision of ratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and and (viv) with reasonable promptness, such other information respecting the business, operations, prospects operations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (▇▇▇.▇▇▇▇▇▇.▇▇▇) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the Administrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The Borrower willDelphi agrees that, for so long as GM is required to consolidate Delphi's results of operations and will cause each Subsidiary to, keep financial position or to account for its books investment in Delphi under the equity method of account accounting (determined in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks consistently applied): (i) Delphi shall, and shall cause each of its Subsidiaries to, maintain a system of internal accounting controls that will provide reasonable assurance that: (A) Delphi's and such Subsidiaries' books, records and accounts fairly reflect all transactions and dispositions of assets and (B) the specific objectives of accounting control are achieved. (ii) Delphi shall, and shall cause each of its Subsidiaries (other than Delphi Automotive Systems India Limited) to, maintain a fiscal year which commences on January 1 and ends on December 31 of each calendar year. (iii) Delphi shall deliver to GM a trial balance submission, which shall include amounts relating to each of its Subsidiaries, in such format and detail as GM may request, (A) with respect to each month (other than the last month of each fiscal year), within four Business Days following the last day of each such month, and (B) with respect to each fiscal year, within five Business Days following December 31 of each such year. (iv) As soon as available practicable, and in any event within 60 days seven Business Days after the close end of each of the first three fiscal quarters of in each fiscal year of Delphi and within 14 Business Days after the Borrowerend of each such fiscal year, Delphi shall deliver to GM a consolidated income statement and balance sheet for Delphi and its Subsidiaries for such fiscal quarter or year, as at the case may be. (v) As soon as practicable, and in any event within 35 days after the end ofof each of the first three fiscal quarters in each fiscal year of Delphi and no later than five days before Delphi intends to file its Quarterly Financial Statements (as defined below) with the SEC, Delphi shall deliver to GM drafts of (A) the consolidated financial statements of Delphi and its Subsidiaries (and notes thereto) for such periods and for the period commencing at from the end beginning of the previous current fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at to the end of such quarter, setting forth in each case in comparative form for each such fiscal (vi) Delphi shall deliver to GM as soon as practicable, and in any event within 45 days after the end of each fiscal year of Delphi and no later than 10 days before Delphi intends to file its Annual Financial Statements (as defined below) with the SEC, (A) drafts of the consolidated financial statements of Delphi (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year and all in reasonable detail and prepared in accordance with Regulation S-X and (B) a discussion and analysis by management of Delphi's and its Subsidiaries' financial condition and results of operations for such year, including, without limitation, an explanation of any material adverse change, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation prepared in accordance with generally accepted accounting principles Item 303(a) of Regulation S-K. The information set forth in (A) and consistency (except for changes concurred B) above is herein referred to as the "Annual Financial Statements." Delphi shall deliver to GM all revisions to (vii) Delphi shall deliver to GM all Quarterly and Annual Financial Statements of each Subsidiary of Delphi which is itself required to file financial statements with the SEC or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and detail and on the same time schedule as those financial statements of Delphi required to be delivered to GM pursuant to this Section 5.1. (viii) All information provided by Delphi or any of its Subsidiaries to GM pursuant to Sections 5.1(a)(iii) through (vii) inclusive shall be consistent in terms of format and detail and otherwise with the procedures in effect on the date hereof with respect to the provision of such financial information by the BorrowerDelphi Automotive Systems Business and/or Delphi and its Subsidiaries, as applicable, to GM (and, where appropriate, as presently presented in financial reports to GM's independent certified public accountantsBoard of Directors), with such changes therein as may be requested by GM from time to time consistent with changes in reporting by sectors and Subsidiaries of GM. (ix) by Delphi and each of its Subsidiaries which files information with the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; SEC shall deliver to GM: (iiA) as soon as practicable the same are prepared, substantially final drafts of: (x) all reports, notices and proxy and information statements to be sent or made available by Delphi or any of its Subsidiaries to their security holders, (y) all regular, periodic and other reports to be filed under Sections 13, 14 and 15 of the Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders), and (z) all registration statements and prospectuses to be filed by Delphi or any of its Subsidiaries with the SEC or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (x), (y) and (z) are referred to herein as "Delphi Public Documents"), and (B) as soon as practicable, but in no event later than four Business Days prior to the date the same are printed, sent or filed, whichever is earliest, final copies of all such Delphi Public Documents; provided that Delphi may continue to revise such Delphi Public Documents prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes shall be delivered by Delphi to GM as soon as practicable, and in any event within 90 days after eight hours thereafter; and, provided, further, that GM and Delphi financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Delphi may consider making to any of its Delphi Public Documents and related disclosures prior to any anticipated filing with the close of each fiscal year of the BorrowerSEC, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and Delphi shall obtain GM's consent prior to making any change to its Consolidated Subsidiaries and the Delphi Public Documents or related combined disclosures which would have an effect upon GM's financial statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as or related disclosures. In addition to the scope foregoing, no Delphi Public Document or any other document which refers, or contains information with respect, to the ownership of Delphi by GM, the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. separation of Delphi from GM or other independent certified public accountants of nationally recognized standing selected by the Borrower, who Distribution shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together be filed with the financial statements referred to in clauses (i) and (ii) above, a certificate signed SEC or otherwise made public by Delphi or any of its Subsidiaries without the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller prior written consent of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, GM. (x) identifying Delphi shall, as promptly as practicable, deliver to GM copies of all annual and other budgets and financial projections (Aconsistent in terms of format and detail and otherwise with the procedures in effect on the date hereof) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower relating to Delphi or by any other Person and Guaranteed by the Borrower to any of the forty Members its Subsidiaries and shall provide GM an opportunity to meet with the largest amount management of Indebtedness Delphi to discuss such budgets and projections. (or Guaranteed byxi) the Borrower outstanding as at the end of the fiscal period covered by With reasonable promptness, Delphi shall deliver to GM such additional financial statements (the "Largest Members") as to which, to the knowledge and other information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or and data with respect to any material covenant or agreement contained in any instrumentDelphi and its Subsidiaries and their business, mortgage or agreement evidencing or relating properties, financial positions, results of operations and prospects as from time to such Indebtednesstime may be reasonably requested by GM. (xii) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status Prior to issuance, Delphi shall deliver to GM copies of each such default not so waived and (B) the aggregate amount substantially final drafts of all Indebtedness outstanding as press releases and other statements to be made available by Delphi or any of the end its Subsidiaries to employees of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower Delphi or any of its Subsidiaries or affiliatesto the public concerning material developments in the business, properties, earnings, results (xiii) Delphi shall cooperate fully, and cause its accountants to cooperate fully, with GM to the extent requested by GM in the preparation of GM's public earnings releases, quarterly reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by GM with the SEC, any national securities exchange or otherwise made publicly available (collectively, "GM Public Filings"). Delphi agrees to provide to GM all information that GM reasonably requests in connection with any GM Public Filings or that, in the judgment of GM's Legal Staff, is required to be disclosed or incorporated by reference therein under any law, rule or regulation. Such information shall be provided by Delphi in a notice setting forth timely manner on the dates requested by GM (which may be earlier than the dates on which Delphi otherwise would be required hereunder to have such changeinformation available) to enable GM to prepare, print and release all GM Public Filings on such dates as GM shall determine. Delphi shall cause its accountants to consent to any reference to them as experts in any GM Public Filings required under any law, rule or regulation. If and to the extent requested by GM, Delphi shall diligently and promptly review all drafts of such GM Public Filings and prepare in a diligent and timely fashion any portion of such GM Public Filing pertaining to Delphi. Prior to any printing or public release of any GM Public Filing, an appropriate executive officer of Delphi shall, if requested by GM, certify that the information relating to Delphi, any Delphi Affiliate or the Delphi Business in such GM Public Filing is accurate, true and correct in all material respects. Unless required by law, rule or regulation, Delphi shall not publicly release any financial or other information which conflicts with the information with respect to Delphi, any Delphi Affiliate or the Delphi Business that is included in any GM Public Filing without GM's prior written consent. Prior to the release or filing thereof, GM shall provide Delphi with a draft of any portion of a GM Public Filing containing information relating to Delphi and its Subsidiaries and shall give Delphi an opportunity to review such information and comment thereon; provided that GM shall determine in its sole discretion the final form and content of all GM Public Filings. (i) Delphi shall not select a different accounting firm than Deloitte & Touche, LLP to serve as its (and its Subsidiaries') independent certified public accountants ("Delphi's Auditors") without GM's prior written consent (which shall not be unreasonably withheld). (ii) Delphi shall use its best efforts to enable the Delphi Auditors to complete their audit such that they will date their opinion on Delphi's audited annual financial statements on the same date that GM's independent certified public accountants ("GM's Auditors") date their opinion on GM's audited annual financial statements (the "GM Annual Statements"), and to enable GM to meet its timetable for the printing, filing and public dissemination of the GM Annual Statements. (iii) Delphi shall provide to GM on a timely basis all information that GM reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the GM Annual Statements. Without limiting the generality of the foregoing, Delphi will provide all required financial information with respect to Delphi and its Subsidiaries to Delphi's Auditors in a sufficient and reasonable time and in sufficient detail to permit Delphi's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to GM's Auditors with respect to information to be included or contained in the GM Annual Statements. (iv) Delphi shall authorize Delphi's Auditors to make available to GM's Auditors both the personnel who performed or are performing the annual audit of Delphi and work papers related to the annual audit of Delphi, in all cases within a reasonable time prior to Delphi's Auditors' opinion date, so that GM's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Delphi's Auditors as it relates to GM's Auditors' report on GM's statements, all within sufficient time to enable GM to meet its timetable for the printing, filing and public dissemination of the GM Annual Statements. (v) Delphi shall provide GM's internal auditors access to Delphi's and its Subsidiaries, books and records so that GM may conduct reasonable audits relating to the financial statements provided by Delphi pursuant hereto as well as to the internal accounting controls and operations of Delphi and its Subsidiaries. (vi) Delphi shall give GM as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Delphi will consult (vii) Notwithstanding clause (vi) above, Delphi shall make any changes in its accounting estimates or accounting principles that are requested by GM in order for Delphi's accounting estimates and principles to be consistent with reasonable promptness, such other information respecting the business, operations, prospects and financial condition those of the Borrower or GM. Nothing in this Section 5.1 shall require Delphi to violate any agreement with any of its Subsidiaries customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event that Delphi is required under this Section 5.1 to disclose any Joint Venture as any Bank maysuch information, from time Delphi shall use all commercially reasonable efforts to time, reasonably request, including, without limitation, with respect seek to obtain such customer's consent to the performance and observance by the Borrower disclosure of the covenants and conditions contained in this Agreementsuch information.

Financial Information. (a) The Borrower willCompany shall, from the date hereof until the Closing Date, prepare and will cause each Subsidiary todeliver to Parent, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon promptly as available reasonably practicable and in any event within 60 no later than seventy-five (75) calendar days after the close end of each any fiscal quarter, the unaudited combined balance sheet of the first three quarters SpinCo Business as of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous such fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries quarter and the related unaudited combined statements of income, expenses and net marginscomprehensive income, changes in Members' equity and cash flow flows of the Borrower and its Consolidated Subsidiaries SpinCo Business for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures together with comparable financial statements for the corresponding quarter and the corresponding portion periods of the Borrower's previous prior fiscal yearyears, all in reasonable detail and certified each case, to the extent required to be included or incorporated by reference in the Parent Registration Statement (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency including the Proxy Statement), SpinCo Registration Statement or Distribution Documents (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officercollectively, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i“Subsequent Unaudited SpinCo Financial Statements”) and (ii) aboveif necessary, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretaryas promptly as reasonably practicable and no later than one-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, hundred (x100) identifying (A) all Indebtedness outstanding as at calendar days after the end of any fiscal year, the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any audited combined balance sheet of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member SpinCo Business as of the end of such fiscal period year of SpinCo and the related audited combined statements of income, comprehensive income, equity and cash flows of the SpinCo Business for such fiscal year, together with comparable financial statements for the prior fiscal years, in each case, to the extent required to be included or incorporated by reference in the Parent Registration Statement (zincluding the Proxy Statement), SpinCo Registration Statement or Distribution Documents (collectively, the “Subsequent Audited Annual SpinCo Financial Statements” and, together with the Subsequent Unaudited SpinCo Financial Statements, the “Subsequent Period SpinCo Financial Statements”). The Subsequent SpinCo Financial Statements shall be prepared from the books and records of the Company and its Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) identifying and the applicable rules and regulations of the SEC, including the requirements of Regulation S-X. The Subsequent Unaudited SpinCo Financial Statements shall have been reviewed by the independent accountant for SpinCo in accordance with the procedures specified by the Public Company Accounting Oversight Board (United States) in AU Section 722 and each of the Subsequent Audited Annual SpinCo Financial Statements shall be accompanied by an audit report, without qualification or exception from the independent accountant for SpinCo. When delivered, the Subsequent Period SpinCo Financial Statements shall present fairly in all loans which are RUS Guaranteed Loans material respects the combined financial position and are outstanding combined and consolidated results of operations of the SpinCo Business as of the end dates and for the periods shown therein. (b) The Company agrees to use reasonable best efforts to provide Parent as promptly as practicable after the date of the fiscal period covered by such this Agreement, audited financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan including combined balance sheets as of the end December 31, 2021 and December 31, 2020 and combined statements of such fiscal periodincome and comprehensive income, (b) the total amount of Indebtedness incurred by the Borrower equity and Subsidiaries cash flows of the Borrower SpinCo Business for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019, in order to fund such RUS Guaranteed Loaneach case, (c) prepared in accordance with GAAP and Regulation S-X and audited in accordance with the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries auditing standards of the Borrower PCAOB; provided, that such audited financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall be delivered immediately prior to the initial filing of the SpinCo Registration Statement with the SEC. During the Interim Period and from and after the Closing, the Company shall use reasonable best efforts, in connection with the Indebtedness referred filing of the SpinCo Registration Statement and any other applicable SEC filings, to in preceding clause (bi) cooperate with Parent to prepare pro forma financial statements that comply with the rules and regulations of the SEC to the extent required for SEC filings, including the requirements of Regulation S-X, and (dii) provide and make reasonably available upon reasonable notice, the amount senior management employees of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular Company to discuss the materials prepared and periodical financial statements or other financial reports and documents which the Borrower may make available delivered pursuant to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementSection 7.22(b).

Financial Information. (a) The Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with generally accepted accounting principles and the U.S. GAAP. (b) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to the Banks Administrative Agent for distribution to the Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries Entities and the related unaudited combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries Entities for such quarter and for the portion of the Borrower's ’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's ’s previous fiscal year, all in reasonable detail and certified (subject to normal year-end year‑end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles U.S. GAAP in all material respects and consistency (except for changes concurred in by the Borrower's ’s independent certified public accountants) by the Chief Executive Officer, the Chief Financial Officer, the GovernorChief Operating Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; ; (ii) as soon as practicable and in any event within 90 the earlier of (i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries Entities and the related combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated SubsidiariesEntities, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. KPMG LLP or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; ; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements reports (including Current Reports on Form 8-K) filed with, or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with furnished to, the Securities and Exchange Commission; ; (viv) promptly after obtaining knowledge the public announcement of, or promptly after receiving a written notice of of, a change (whether an increase or decrease) in any rating issued by either S&P or ▇▇▇▇▇'▇ ’▇, solely to the extent that the Borrower is then under an existing contract with such agency for the provision of ratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and and (viv) with reasonable promptness, such other information respecting the business, operations, prospects operations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (▇▇▇.▇▇▇▇▇▇.▇▇▇) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the Administrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The Borrower willEarlychildhood has delivered to SmarterKids: (i) an audited consolidated balance sheet of Earlychildhood and its Subsidiaries as of December 31, 1999 and the related audited consolidated statements of income, changes in members' equity and cash flows of Earlychildhood and its Subsidiaries for the fiscal year then ended, together with the report thereon of KPMG, LLP, its independent certified public accountants; (ii) an audited consolidated balance sheet of QTL Corporation and its Subsidiaries as of December 31, 1998 and the related audited consolidated statements of income, stockholders' equity and cash flows of QTL Corporation for the nine months then ended, together with the report thereon of KPMG LLP, its independent certified public accountants; (iii) an audited balance sheet of Educational Products, Inc. as of March 31, 1999 and the related audited statements of income, stockholders' equity and cash flows of Educational Products, Inc. for the fiscal year then ended, together with the report thereon of KPMG LLP, its independent certified public accountants and (iv) an unaudited consolidated balance sheet of Earlychildhood and its Subsidiaries as of September 30, 2000 (the "Earlychildhood Balance Sheet") and the related unaudited consolidated statements of income, changes in members' equity, and will cause cash flows, including, in each Subsidiary tocase, keep its books of account the notes thereto (together with the Earlychildhood Balance Sheet, the "Earlychildhood Financial Information"). The Earlychildhood Financial Information has been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein), and presents fairly, in all material respects, the Borrower will furnish to the Banks (i) financial position of Earlychildhood and its Subsidiaries on a consolidated basis as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, respective dates and for the period commencing at periods referred to in such Earlychildhood Financial Information, except that the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (Earlychildhood Financial Information is subject to normal and recurring year-end adjustments) as to fairness of presentation adjustments and subject, in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officereach case, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope notes regarding the matters reflected therein. Except set forth on the Earlychildhood Disclosure Schedule, no financial information of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with any entity are required to be included in the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementEarlychildhood under GAAP.

Financial Information. The Borrower will, hereby covenants and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and agrees to deliver to Landlord the Borrower will furnish to the Banks following: (i1) as soon as available and in any event within 60 90 days after the close of each of the first three quarters end of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined Mount Snow, consolidated statements of income, expenses and net margins, changes in Members' equity retained earnings and cash flow flows of the Borrower and its Consolidated Subsidiaries Mount Snow for such quarter and for the portion of the Borrower's fiscal year ended and the related consolidated balance sheets as at the end of such quarterfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding quarter and the corresponding portion of the Borrower's previous preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of independent certified (subject to normal year-public accountants of recognized national standing, which opinion shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of Borrower and Mount Snow as at the end adjustments) as to fairness of presentation of, and for, such fiscal year in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrowerprinciples; (ii2) as soon as practicable and in any event within 90 45 days after the close end of each interim quarterly fiscal period of each fiscal year of Borrower and Mount Snow, unaudited consolidated statements of income, retained earnings and cash flows of Borrower and Mount Snow for such period and for the Borrowerperiod from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year), accompanied by a certificate of a financial officer of Borrower and Mount Snow, as applicable, which certificate shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of the respective Borrower and Mount Snow in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such period; (3) within 45 days after the end of each interim quarterly fiscal period of each fiscal year of Borrower and Mount Snow, unaudited statements of income for such period and for the period from the beginning of the respective fiscal year just closed, combined balance sheets to the end of such period in each case in comparative form the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year corresponding figures for the Borrower and its Consolidated Subsidiaries, all corresponding periods in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such preceding fiscal year; (iii4) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at within 30 days after the end of each calendar month, an income and expense statement detailing all sources of revenue, including but not limited to ticket sales, concession sales and other revenues, and all expenses relating to the fiscal period covered Leased Premises, accompanied by a certificate of a financial officer of Borrower and Mount Snow stating that such items are true, correct, accurate and completely and fairly present the financial statements extended by the Borrower or by any other Person condition and Guaranteed by the Borrower to any results of the forty Members with the largest amount operations of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementMount Snow.

Financial Information. (a) The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2010 and the related unaudited combined consolidated statements of incomeoperations, expenses cash flows and net marginsshareholders’ equity for the Fiscal Year then ended, changes reported on by PricewaterhouseCoopers LLP, fairly present in Members' equity and cash flow all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such quarter Fiscal Year. (b) The consolidated balance sheet of RehabCare and its Consolidated Subsidiaries as of December 31, 2010 and the related consolidated statements of operations, cash flows and shareholders’ equity for the Fiscal Year then ended, reported on by KPMG LLP, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of RehabCare and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Year. (c) The consolidated balance sheet of RehabCare and its Consolidated Subsidiaries as of the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date and the related consolidated statements of operations, cash flows and shareholders’ equity for the Fiscal Quarter then ended and for the portion of the Borrower's fiscal year ended at the end of such quarterFiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief a Financial Officer, fairly present in all material respects, in conformity with GAAP, the Governor, an Assistant Secretary-Treasurer or the Controller consolidated financial position of the Borrower; RehabCare and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such periods. (iid) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined The consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as of the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date and the related combined consolidated statements of incomeoperations, expenses cash flows and net marginsshareholders’ equity for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, changes certified by a Financial Officer, fairly present in Members' equity and cash flow for such fiscal year for all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries, all in reasonable detail Subsidiaries as of such date and fully certified their consolidated results of operations and cash flows for such periods. (without any qualification as e) The Borrower has heretofore delivered to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by Lenders the Borrower’s unaudited pro forma consolidated balance sheet dated as of December 31, who shall have audited the books 2010 and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end last day of the fiscal period covered by such financial statements as to which, most recent Fiscal Quarter ending prior to the knowledge 45th day prior to the Closing Date, and information unaudited pro forma statements of income for the four fiscal quarters ended December 31, 2010 and for the most recent Fiscal Quarter ending prior to the 45th day prior to the Closing Date, in each case adjusted to give effect to the consummation of the Borrower, Members other than Transactions as if the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitationTransactions, with respect to the performance and observance pro forma balance sheet, had occurred on the last day of the most recently completed Fiscal Year or with respect to the pro forma statements of income, had occurred on the first day of the most recently completed Fiscal Year, prepared in accordance with Regulation S-X of the Securities Act of 1933, as amended (subject to exceptions customary for an offering under Rule 144A) (the “Pro Forma Financial Statements”). Such Pro Forma Financial Statements have been prepared in good faith by the Borrower Credit Parties, (i) based on the assumptions stated therein (which assumptions are believed by the Credit Parties on the Closing Date to be reasonable at the time delivered), and on the information reasonably available to the Credit Parties as of the covenants date of delivery thereof and conditions contained (ii) present fairly in this Agreementall material respects the pro forma consolidated financial position and results of operations of Parent Guarantor as of such date and for such periods, assuming that the Transactions had occurred at such dates. (f) Since December 31, 2010, no event has occurred and no condition has come into existence which (i) has had a Material Adverse Effect (other than any such event or condition the Material Adverse Effect of which has ceased) or (ii) is reasonably likely to have a Material Adverse Effect.

Financial Information. (a) The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will Corporation shall furnish to each Investor the Banks following reports: (i) as As soon as available and in any event within 60 days practicable after the close of each of the first three quarters end of each fiscal year of the Borrower, as at the end ofCorporation, and for the period commencing at the end of the previous fiscal year and ending within any event within 90 days thereafter, such quarter, unaudited combined consolidated balance sheets of the Borrower Corporation and its Consolidated Subsidiaries (if any) as of the end of such fiscal year, and the related unaudited combined consolidated statements of income, expenses income and net margins, consolidated statements of changes in Members' equity and cash flow of the Borrower Corporation and its Consolidated Subsidiaries for such quarter fiscal year, prepared in accordance with GAAP and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter previous fiscal year and the corresponding portion of budgeted figures for the Borrower's previous current fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) audited by independent public accountants of national standing commonly known as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in "BIG 6" accountants selected by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; Corporation. (ii) as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation and in any event within 90 45 days after the close of each fiscal year thereafter, a consolidated balance sheet of the Borrower, Corporation and its Subsidiaries (if any) as at of the end of each such quarterly period, and consolidated statements of income and consolidated statements of changes in cash flow of the Corporation and its Subsidiaries for such period and for the current fiscal year just closedto date, combined balance sheets prepared in accordance with GAAP (other than for accompanying notes), subject to changes resulting from normal year-end audit adjustments, and setting forth in each case in comparative form the figures for the same periods of the Borrower and its Consolidated Subsidiaries previous fiscal year and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year budgeted figures for the Borrower and its Consolidated Subsidiariescurrent periods, all in reasonable detail and fully certified (without any qualification as to signed by the scope principal financial or accounting officer of the auditCorporation. (b) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other The Corporation shall, and shall cause its Subsidiaries (if any) to, maintain a system of accounting sufficient to enable the Corporation's independent certified public accountants to render the reports specified in SECTION 8.2(a). (c) The Corporation shall submit to the Board at least 60 days prior to the beginning of nationally recognized standing selected by each fiscal year, a budget (the Borrower"ANNUAL OPERATING BUDGET") for the Corporation and its Subsidiaries (if any) that contains, who shall have audited the books and accounts of the Borrower for at least with respect to such fiscal year; (iii) together with the financial statements referred to in clauses (i) , annual, quarterly and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably requestmonthly detail, including, without limitationbut not limited to, with respect limitations on capital expenditures, operating expenditures and the incurrence of unsecured, secured and aggregate indebtedness, and shall be subject to the performance and observance by the Borrower approval of the covenants and conditions contained in this AgreementBoard.

Financial Information. (a) The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles un-audited financial statements from the Seller’s and the Borrower will furnish High Plains Entities’ internal reporting system relating to the Banks (i) as soon as available and in any event within 60 days after the close of each operation of the first three quarters of Stations in each fiscal year Market as of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries Balance Sheet Date and the related unaudited statement of operations for the year then ended (the “Business Unaudited Financial Statements”), and the unaudited balance sheet of the Stations in each Market as of March 31, 2012 and the related unaudited statement of operations for the three months then ended (the “Business Unaudited Interim Financial Statements” and, together with the Business Unaudited Financial Statements, the “Business Financial Statements”), complete and correct copies of which are set forth in Disclosure Schedule Section 3.08(a), were prepared in accordance with the books and records of Seller and the High Plains Entities and GAAP, consistently applied during the applicable periods and present fairly in all material respects the combined financial position of the Business as of the applicable dates, and the combined results of their operations for each of the applicable periods (except as may be indicated in the notes thereto), subject to the absence of statements of incomecash flows, expenses other comprehensive income (loss), stockholders’ equity (deficiency), and net marginsfootnotes, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of periods covered by the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter Business Financial Statements and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustmentsaudit adjustments relating to the Business Unaudited Interim Financial Statements consistent with past practices. The costs and expenses of corporate services performed for the Business by Seller and its Subsidiaries are set forth in Disclosure Schedule Section 3.08(a). (b) Except as set forth on Disclosure Schedule Section 3.08(b), neither Seller nor a High Plains Entity has any liabilities that relate to fairness the Business or to which the Purchased Assets would be subject which would be required to be reflected or reserved against on a combined balance sheet of presentation the Business prepared in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer GAAP or the Controller of notes thereto, except liabilities (i) reflected or reserved against on the Borrower; Business Financial Statements, (ii) as soon as practicable and in any event within 90 days incurred after the close Balance Sheet Date in the ordinary course of each fiscal year of the Borrowerbusiness, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) abovethat are Excluded Liabilities, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements liabilities to be performed after the date hereof pursuant to the Material Contracts or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued as contemplated by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will(a) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than February 29, 2024, audited and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries Business for the fiscal year ended December 29, 2023, and the related unaudited audited and combined statements of income, expenses and net marginscomprehensive income, changes in Members' equity and cash flow flows of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and Business for the fiscal year just closedended December 29, 2023 (the “Audited Financial Statements”). The Audited Financial Statements will (i) be accompanied by an unqualified audit report issued by the Independent Accountant, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis, the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended. (b) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than fifty-five (55) days (or sixty-five (65) days following the funding of the Available Financing), in each case, following the end of each fiscal quarter of Trimble ending after December 29, 2023 and prior to the Closing, unaudited and combined balance sheets of the Borrower and its Consolidated Subsidiaries Business, and the related unaudited and combined statements of income, expenses comprehensive income and net margins, changes in Members' stockholders’ equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope flows of the auditBusiness for each such quarter and year-to-date period (along with the corresponding period in the prior year and including footnotes thereto) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected (the “Interim Post-Signing Financial Statements”). The Interim Post-Signing Financial Statements will (i) be reviewed by the BorrowerIndependent Accountant in accordance with AU-C 930, who shall have audited (ii) be prepared from, and are in accordance with, the books and accounts records of the Borrower for such fiscal year; Trimble and its Subsidiaries, and (iii) together fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except for Tax adjustments on a standalone basis), the financial statements referred to in clauses (i) condition, assets, liabilities, revenues and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller expenses of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding Business as of the end dates thereof and the results of operations and cash flows of the fiscal period covered by such financial statements as to whichBusiness for the periods then ended; provided that, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, Interim (c) Trimble shall keep AGCO informed on a reasonably current basis on the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries status of its preparation of the Borrower Audited Financial Statements and Interim Post-Signing Financial Statements which shall include, without limitation, providing AGCO with the expected preliminary financial information to be included in the Audited Financial Statements and Interim Post-Signing Financial Statements, if and when available to Trimble, for purposes of preparing preliminary pro forma adjustments required in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.Available Financing. 7.18

Financial Information. (a) The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as of October 31, 2016 and the related unaudited combined consolidated statements of income, expenses cash flows, capitalization and net marginsretained earnings for the fiscal year then ended, changes reported on by Deloitte & Touche, copies of which have been delivered to each of the Lenders by using the Borrower’s Syndtrak site or otherwise made available, fairly present in Members' equity and cash flow all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified . (subject to normal year-end adjustmentsi) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined The unaudited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2016 and the related combined unaudited consolidated statements of incomeincome and cash flows for the two months then ended, expenses copies of which have been delivered to each of the Lenders by using the Borrower’s Syndtrak site or otherwise made available, fairly present in all material respects, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection ‎(a) of this Section, the consolidated financial position of the Borrower and net margins, its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in Members' equity financial position for such two-month period (subject to normal year‑end adjustments and the absence of footnotes). (ii) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2017 and the related unaudited consolidated statements of income and cash flow flows for the three months then ended, copies of which have been delivered to each of the Lenders by using the Borrower’s Syndtrak site or otherwise made available, fairly present in all material respects, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection ‎(a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such fiscal year for three-month period (subject to normal year‑end adjustments and the absence of footnotes). (c) Since October 31, 2016, there has been no material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification considered as a whole, except as publicly disclosed prior to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementEffective Date.

Financial Information. 18.1 The undertakings in this Clause 18 remain in force from the date of this agreement for so long as any sum is outstanding or is or may become payable by any Borrower will, to the Bank under this agreement. 18.2 Unless in any particular case the Bank otherwise consents in writing for the purposes of this agreement (in which case the relevant Borrowers will comply with the terms on and subject to which that consent is given): 18.2.1 the Borrowers will and will cause procure that each Subsidiary toother Obligor and MultiChoice Africa Pty will deliver to the Bank a copy (certified by a director of a Borrower) of their unaudited semi-annual accounts (and, keep in the case of MIH, its books unaudited consolidated semi-annual accounts and, in the case of account MultiChoice Africa Pty, its consolidated income statement and balance sheet relating to such period initialled by a firm of independent chartered or certified public accountants of good international repute), for each of their financial half-years as soon as possible but in any event no later than 90 days after the end of each such half-year prepared in accordance with generally acceptable accounting principles consistently applied; 18.2.2 the Borrowers will and will procure that each other Obligor and MultiChoice Africa Pty will deliver to the Bank a copy (certified by a director of a Borrower) of their audited balance sheet and accounts (and, in the case of MIH, its audited consolidated balance sheet and accounts and, in the case of MultiChoice Africa Pty, its consolidated income statement and balance sheet relating to such period initialled by a firm of independent chartered or certified public accountants of good international repute) for each of their financial years as soon as possible, but in any event no later than 120 days after the end of each such financial year, prepared in accordance with generally accepted accounting principles consistently applied and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close audited by a firm of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer chartered or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by good international repute; 18.2.3 each Borrower will deliver to the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) Bank together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount accounts of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period Borrower specified in Clause 18.2.1 and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement18.

Financial Information. The Borrower willBorrowers shall promptly furnish to --------------------- the Lender or its agents all such financial information as the Lender shall reasonably request. Without limiting the foregoing, Trend-Lines and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will Subsidiaries shall furnish to the Banks Lender, in such detail as the Lender shall request, the following: (ia) as As soon as available and available, but in any event within 60 not later than 90 days after the close of each of the first three quarters of each fiscal year of the BorrowerFiscal Year, as at the end ofconsolidated and consolidating unaudited balance sheets, and statements of income and expense, retained earnings, and changes in financial position and stockholders equity for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower Trend-Lines and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated consolidated Subsidiaries for such quarter Fiscal Year, and for the portion of the Borrower's fiscal year ended at the end of such quarteraccompanying notes thereto, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal yearFiscal Year, all in reasonable detail detail, fairly presenting the financial position and the results of operations of Trend-Lines and its consolidated Subsidiaries as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and accompanied by a report thereon unqualified as to scope by independent certified public accountants selected by Trend-Lines and reasonably satisfactory to the Lender. (b) As soon as available, but in any event not later than 45 days after the close of each fiscal quarter other than the fourth quarter of a Fiscal Year, consolidated and consolidating unaudited balance sheets of Trend-Lines and its consolidated Subsidiaries as at the end of such quarter, and consolidated and consolidating unaudited statements of income and expense and changes in financial position for Trend-Lines and its consolidated Subsidiaries for such quarter and for the period from the beginning of the Fiscal Year to the end of such quarter, together with the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and results of operation of Trend-Lines and its consolidated Subsidiaries as at the date thereof and for such periods, prepared in accordance with GAAP consistent with the audited Financial Statements required pursuant to Section 8.2(a). Such statements shall -------------- be certified to be correct by the chief financial or accounting officer of Trend-Lines, subject to normal year-end adjustments. (c) As soon as available, but in any event not later than 30 days after the end of each month, consolidated and consolidating unaudited balance sheets of Trend-Lines and its consolidated Subsidiaries as at the end of such month, and consolidated and consolidating unaudited statements of income and expenses for Trend-Lines and its consolidated Subsidiaries for such month and for the period from the beginning of the Fiscal Year to fairness the end of presentation such month, all in reasonable detail, fairly presenting the financial position and results of operation of Trend-Lines and its consolidated Subsidiaries as at the date thereof and for such periods, and prepared in accordance with generally accepted accounting principles and consistency (except GAAP consistent with the audited Financial Statements required pursuant to Section 8.2(a), along -------------- with a calculation of the Fixed Charges Ratio for changes concurred in the Rolling Period as of such month end. Such statements shall be certified to be correct by the Borrower's chief financial or accounting officer of Trend-Lines, subject to normal year-end adjustments. (d) With each of the audited Financial Statements delivered pursuant to Section 8.2(a), a certificate of the independent certified public accountantsaccountants -------------- that examined such statements to the effect that they have reviewed and are familiar with the Loan Documents and that, in examining such Financial Statements, they did not become aware of any fact or condition which then constituted an Event or Event of Default, except for those, if any, described in reasonable detail in such certificate. (e) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller With each of the Borrower; annual audited and quarterly unaudited Financial Statements delivered pursuant to Sections 8.2(a) and 8.2(b), a certificate of --------------- ------ the chief executive or chief financial officer of Trend-Lines (i) setting forth in reasonable detail the calculations required to establish that Trend-Lines was in compliance with its covenants set forth in Sections 10.20 through 10.28 during the period covered in such Financial Statements, and (ii) stating that, except as soon explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are correct and complete as practicable at the date of such certificate as if made at such time, (B) no Event or Event of Default then exists or existed during the period covered by such Financial Statements and (iii) describing and analyzing in any event within reasonable detail all material trends, changes and developments in such Financial Statements. If such certificate discloses that a representation or warranty is not correct or complete, that a covenant has not been complied with, or that an Event or Event of Default existed or exists, such certificate shall set forth what action the relevant Borrower has taken or proposes to take with respect thereto. (f) No sooner than 90 days after and no later than 30 days prior to the close beginning of each fiscal year Fiscal Year, consolidated and consolidating projected balance sheets, statements of the Borrowerincome and expense, and statements of cash flow for Trend- Lines and its Subsidiaries as at the end of and for each month of such Fiscal Year. (g) Within 45 days after the end of each fiscal year just closedquarter, combined balance sheets a report of the Borrower Capital Expenditures of Trend-Lines and its Consolidated Subsidiaries for such quarter and the related combined statements a statement of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year Trend-Lines and its Subsidiaries for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to period from the scope beginning of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred then current Fiscal Year to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statementsquarter, together prepared in accordance with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection GAAP consistent with the Indebtedness referred audited Financial Statements required pursuant to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.Section 8.2(a). --------------

Financial Information. The Borrower will, and will cause Furnish to each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles Lender and the Borrower will furnish to the Banks Agent: (i) as soon as available and available, but in any event within 60 five (5) days after the close of each of the first three quarters required date of each fiscal year filing of Form 10-K with the Securities and Exchange Commission, a copy of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of each fiscal year and the related unaudited combined consolidated statements of income, expenses and net margins, changes in Membersshareholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures as at the end of the previous year as to the balance sheet and the figures for the previous corresponding quarter period as to the other statements, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the corresponding portion of the Borrower's previous fiscal yearAgent, all such financial statements to be complete and correct in reasonable detail all material respects and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency GAAP applied consistently throughout the fiscal year (except for changes concurred in as approved by such accountants and disclosed therein), and all reports on Forms 10-K filed with the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; Securities and Exchange Commission; (ii) as soon as practicable and available, but in any event within 90 five (5) days after the close of each fiscal year of the Borrowerrequired date of filing of Form 10-Q with the Securities and Exchange Commission, a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries each quarter and the related combined consolidated statements of income, expenses and net margins, changes in Membersshareholders' equity and cash flow for such fiscal quarter and year for to date, setting forth in each case in comparative form the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding figures as at the end of the previous quarter as to the balance sheet and the figures for the previous corresponding period as to the other statements, all such financial statements to be complete and correct in all material respects and in accordance with GAAP applied consistently throughout the fiscal year (except as approved by independent certified public accountants acceptable to the Agent), and all reports on Forms 10-Q filed with the Securities and Exchange Commission; (iii) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a copy of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated and consolidating statements of income and cash flow for such period and year to date, setting forth in each case in comparative form the figures as at the end of the previous fiscal year as to the balance sheet and the figures for the previous corresponding period as to the other statements, certified by a duly authorized officer of the Borrower as being fairly stated in all material respects subject to year end and audit adjustments, all such financial statements to be complete and correct in all material respects and in accordance with GAAP subject to normal year end and audit adjustments and the absence of footnotes, applied consistently throughout the period reflected therein (except as approved by such accountants and disclosed therein); (iv) together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (A) an officers' certificate stating that the signers have reviewed the terms of the Loan Documents and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements extended by and that such review has not disclosed the Borrower existence during or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of such accounting period, and that the fiscal period covered by such financial statements (the "Largest Members") as to which, to the signers do not have knowledge and information of the Borrower, existence as at the Member is in default (whether in the payment date of the principal thereof officers' certificate, of any condition or interest thereon event which constitutes an Event of Default or with respect to Potential Event of Default, or, if any material covenant such condition or agreement contained in any instrumentevent existed or exists, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status period of each such default not so waived existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (B) a Compliance Certificate in the aggregate amount form of all Indebtedness outstanding EXHIBIT C hereto demonstrating in reasonable detail compliance during and at the end of such accounting periods with the restrictions contained in Sections 6.2(a) and (b) as of the end of the fiscal period covered by such financial statements as to whichthereby; (v) within thirty (30) days after the last day of each month, to an Eligible Accounts Certificate in the knowledge form of EXHIBIT D hereto, together with aged listings of accounts receivable and information accounts payable; (vi) within ninety (90) days after the end of each fiscal year of the Borrower, Members other than the Largest Members are in default (whether in the payment operating budgets of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loanits Subsidiaries, each on a consolidated basis; (cvii) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection substantially concurrent with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptnesssending or filing thereof, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available sends to a majority of its Members or bondholders or file with the Securities security holders, and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice copies of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, all reports and registration statements which the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) files with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower S.E.C. or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.national securities exchange;

Financial Information. (a) The Borrower will, consolidated and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidating --------------------- balance sheets of the Borrower and each of its Consolidated Subsidiaries as of December 31, 2000 for the Fiscal Year then ended and the related unaudited combined consolidated statements of income, expenses and net margins, changes in Members' equity earnings and cash flow and the related consolidating statement of earnings of the Borrower and each of its Consolidated Subsidiaries for such quarter Subsidiaries, copies of which have been furnished to the Agent and for the portion of the Borrower's fiscal year ended at the end of such quartereach Lender, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation have been prepared in accordance with generally accepted accounting principles GAAP consistently applied, and consistency (except for changes concurred in by present fairly the Borrower's independent certified public accountants) by the Chief Financial Officerconsolidated or consolidating, the Governoras applicable, an Assistant Secretary-Treasurer or the Controller financial condition of the Borrower; (iicorporation(s) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, covered thereby as at the end date thereof and the results of and their operations for the fiscal year just closed, combined balance sheets of period then ended. Neither the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or nor any of its Subsidiaries has any material liability, contingent liability, liability for taxes, long-term leases or affiliatesforward or long-term commitments which are not reflected in the foregoing financial statements (including the footnotes thereto). (b) The consolidated and consolidating balance sheets of AMEP and each of its Subsidiaries as of December 31, a notice setting forth such change; 2000 for the Fiscal Year then ended and (vi) the related consolidated statements of earnings and cash flow and the related consolidating statement of earnings of AMEP and each of its Subsidiaries, copies of which have been furnished to the Agent and each Lender, have been prepared in accordance with reasonable promptnessGAAP consistently applied, such other information respecting and present fairly the businessconsolidated or consolidating, operationsas applicable, prospects and financial condition of the Borrower or corporation(s) covered thereby as at the date thereof and the results of their operations for the period then ended. Neither AMEP nor any of its Subsidiaries has any material liability, contingent liability, liability for taxes, long-term leases or any Joint Venture forward or long-term commitments which are not reflected in the foregoing financial statements (including the footnotes thereto). (c) The consolidated and consolidating balance sheets of Spectrum and each of its Subsidiaries as any Bank mayof June 30, from time to time2000 for the Fiscal Year then ended and January 31, reasonably request2001 for the seven months then ended and the related consolidated statements of earnings and cash flow and the related consolidating statement of earnings of Spectrum and each of its Subsidiaries, including, without limitation, with respect copies of which have been furnished to the performance Agent and observance by each Lender, have been prepared in accordance with GAAP consistently applied, and present fairly the Borrower consolidated or consolidating, as applicable, financial condition of the covenants corporation(s) covered thereby as at the date thereof and conditions contained the results of their operations for the period then ended. Neither Spectrum nor any of its Subsidiaries has any material liability, contingent liability, liability for taxes, long-term leases or forward or long-term commitments which are not reflected in this Agreementthe foregoing financial statements (including the footnotes thereto).

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish deliver to the Banks Facility Agent for further delivery to the Lenders: (i) as soon as available and in any event within 60 but not later than one hundred eighty (180) days after the close of each of the first three quarters end of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end Borrower complete copies of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets consolidated financial reports of the Borrower and its Consolidated Subsidiaries Subsidiaries, together with a Compliance Certificate and an updated employment schedule of the related unaudited combined statements of incomeRelevant Vessels, expenses and net marginsall in reasonable detail, changes in Members' equity and cash flow which shall include at least the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion as of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter year and the corresponding portion related consolidated statements of the Borrower's previous fiscal income and sources and uses of funds for such year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation prepared in accordance with generally accepted accounting principles MFRS and consistency (except for changes concurred in which shall be audited reports prepared by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; Acceptable Accounting Firm; (ii) as soon as practicable and in any event within 90 available but not later than one hundred twenty (120) days after the close end of the second quarter of each fiscal year of the Borrower, as at Borrower complete copies of the end of and for the fiscal year just closed, combined unaudited consolidated quarterly balance sheets sheet of the Borrower and its Consolidated Subsidiaries and Subsidiaries, the related combined consolidated profit and loss statements and sources and uses of income, a fleet employment schedule, a drydock schedule, and a comparison of the Borrower’s operating expenses budget versus its actual expenses, together with a Compliance Certificate and net marginsan updated employment schedule of the Relevant Vessels, changes all in Members' equity reasonable detail, unaudited, but prepared in accordance with MFRS and cash flow for such certified to be true and complete by a senior financial officer of the Borrower; (iii) as soon as available but not later than one hundred-eighty (180) days after the end of the respective fiscal year for of PGES, complete copies of the Borrower consolidated financial reports of PGES and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to detail, which shall include at least the scope consolidated balance sheet of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books Sponsor and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member its Subsidiaries as of the end of such fiscal period year and the related consolidated statements of income and sources and uses of funds for such year, prepared in accordance with GAAP or MFRS, as applicable, and which shall be audited reports prepared by an Acceptable Accounting Firm; (ziv) identifying all loans which are RUS Guaranteed Loans and are outstanding as of soon as available but not later than one hundred twenty (120) days after the end of the fiscal period covered by such financial statements, together with (a) the principal amount second quarter of each such RUS Guaranteed Loan fiscal year of PGES, complete copies of the unaudited consolidated quarterly balance sheet of PGES and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of income all in reasonable detail, unaudited, but prepared in accordance with GAAP or MFRS, as applicable, and certified to be true and complete by a senior financial officer of the Sponsor; (v) as soon as available but not later than ten (10) days prior to the end of such each fiscal period, (b) the total amount year of Indebtedness incurred by the Borrower and Subsidiaries each of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptnessObligors, copies of all regular the fleet employment schedule, drydock schedule and periodical financial statements or other financial reports and documents which OPEX budget in respect of the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commissionsubsequent fiscal year; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, annual projections, off-balance sheet and time charter hire commitments, reports and other financial information with respect to the performance Sponsors’ businesses as the Facility Agent may from time to time request, certified to be true and observance complete by the Borrower a senior financial officer of the covenants and conditions contained in this Agreement.respective Security Party;

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of Parent, the BorrowerBorrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated audited balance sheet and related audited statements of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of KPMG Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Parent as of the end of and for such year in accordance with GAAP. (b) Within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Parent, the Borrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statements of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified (by the chief financial officer, principal accounting officer, treasurer or controller of Parent as presenting fairly, in all material respects, the financial position, results of operations and cash flows of Parent and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end adjustmentsaudit adjustments and the absence of certain footnotes. (c) as to fairness Within 60 days after the end of presentation each fiscal quarter of the Borrower (or within 120 days after the end of the last fiscal quarter in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller fiscal year of the Borrower; ), the Borrower shall furnish to the Agent, on behalf of each Lender, (i) unaudited management accounts of the Borrower for the most recently ended fiscal quarter of the Borrower, and in the case of the last fiscal quarter in the fiscal year of the Borrower, unaudited management accounts of the Borrower for the most recently ended fiscal year of the Borrower (in each case in a form consistent with reports provided by or on behalf of the Borrower prior to the Third Amendment Effective Date), and (ii) as soon as practicable beginning with the fiscal quarter of the Borrower ending March 31, 2017, a certificate of the Borrower signed by a Financial Officer and in substantially the form attached hereto as Exhibit H (a “Compliance Certificate”) (A) stating that to the best of his or her knowledge no Default or Event of Default has occurred since the previous Quarterly Evaluation Date, or if a Default or Event of Default has occurred since the previous Quarterly Evaluation Date, stating the nature thereof and what action the Borrower proposes to take with respect thereto, (B) setting forth the balance of the Debt Service Account as of such Quarterly Evaluation Date, (C) setting forth reasonably detailed calculations demonstrating compliance with the covenant set forth in Section 5.16 and, at any event within time when Section 2.06(c) is applicable, demonstrating that Qualified Revenue shall have been greater than the Revenue Test Limit as of such Quarterly Evaluation Date, (D) updating Schedule 4.09, if necessary, to include any new Local Media Contract and (E) disclosing any change in 10% or more of the direct ownership interests of the Borrower or any change in ownership of the Borrower which has resulted in a change in the Controlling Owner of the Borrower, in either case, that occurred since the previous Quarterly Evaluation Date. (d) From time to time, such other information and documentation reasonably requested in writing by the Agent or any Lender for purposes of its compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (e) Prior to the date that is 90 days after the close commencement of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall deliver to the scope Agent, on behalf of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrowereach Lender, who shall have audited the books and accounts of the Borrower a consolidated budget for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will Tenant shall furnish to the Banks Landlord: (ia) as As soon as available and in any event within 60 forty-five (45) days after the close end of each of the first three quarters of quarterly accounting period in each fiscal year of Tenant, copies of a consolidated balance sheet of Tenant and its consolidated subsidiaries as of the Borrowerlast day of such quarterly accounting period, as at and copies of the end of, related consolidated statements of income and of changes in shareholders' equity and in financial position of Tenant and its consolidated subsidiaries for such quarterly accounting period and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the elapsed portion of the Borrower's current fiscal year ended at with the end last day of such quarterquarterly fiscal year ended with the last day of such quarterly accounting period, setting forth all in each case reasonable detail and with appropriate notes, if any, and stating in comparative form the figures for the corresponding quarter dates and periods in the corresponding portion previous fiscal year, all prepared in accordance with the generally accepted accounting practice consistently applied, certified as complete and correct in all material respects by the chief financial officer of Tenant (subject to year-end audit adjustments), and otherwise in form satisfactory to Landlord; (b) As soon as available and in any event within ninety (90) days after the end of each fiscal year of Tenant, copies of a consolidated balance sheet of Tenant and its consolidated subsidiaries as of the Borrower's previous end of such fiscal year, and copies of the related consolidated statements of income and of changes in shareholders' equity and in financial position of Tenant and its consolidated subsidiaries for such fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation with appropriate notes, if any, and all prepared in accordance with generally accepted accounting principles practice consistently applied and consistency (except for changes concurred stating in by comparative form the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller corresponding figures as of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the previous fiscal year just closedyear, combined balance sheets of the Borrower and its Consolidated Subsidiaries accompanied by an opinion or report thereon, in scope and the related combined statements of incomesubstance satisfactory to Landlord, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Company or such other firm of independent certified public accountants of nationally recognized standing in the financial community as may be selected by Tenant and reasonably acceptable to Landlord and otherwise in a form satisfactory to Landlord; (c) Notwithstanding the Borrowerrequirements set forth in Paragraphs 17.1(a), who 17.1(b) and 17.1(d), Tenant need not comply with such requirements if the stock of Tenant is traded on the New York Stock Exchange, or Tenant shall have audited be required to file periodic reports with the books Securities and accounts Exchange Commission under the Securities Exchange Act of 1934, as amended, but Tenant shall be required to deliver to Landlord all financial information and reports as are sent to Tenant's shareholders at the Borrower for same time as such fiscal year; information or reports are sent to Tenant's shareholders. LOT A (iiid) together Concurrently with each of the financial statements referred to in clauses (ifurnished pursuant to-Subparagraphs 17.1(a) and (iior 17.1(b) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller chief financial officer of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to whichTenant, to the knowledge effect that in the opinion of such officer, based upon a review made under his or her supervision, Tenant has performed and information of the Borrowerobserved all of, the Member and is not in default (whether in the payment performance or observance of any of, its obligations under this Lease (or, if such be not the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrumentcase, mortgage or agreement evidencing or relating to specifying all such Indebtedness) defaults and specifying whether such default has been waived by the Borrower or such other Person failures, and the nature and status thereof, of each which such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the officer may have knowledge and information of the Borrower, Members other than the Largest Members are action proposed to be taken in default respect thereof); (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (ye) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies Copies of all regular and periodical financial statements periodic reports or other financial reports and documents which the Borrower may Tenant shall make available or be required to its Members or bondholders or file with (i) the Securities and Exchange Commission; Commission or (vii) promptly after obtaining knowledge any other federal or receiving notice of a change (whether an increase state regulatory agency or decrease) in with any rating issued by S&P municipal or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect local body which relate to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementLeased Premises.

Financial Information. (i) The Borrower willhereby covenants and agrees to furnish, or cause to be furnished, to the Administrative Agent the following financial reports: (a) annually, within ninety (90) days following the end of each calendar year during the term of the Loan, unaudited annual financial reports, which shall be correct, complete, and will cause each Subsidiary toaccurate as of the date of such reports, keep its books of account prepared in accordance with generally accepted accrual basis accounting principles (following GAAP), consistently applied, including balance sheets, income statements, and cash flow statements covering the operation of the Mortgaged Premises and the Borrower will furnish for the previous calendar year, and a current Rent Roll for the Mortgaged Premises, delivered to the Banks Administrative Agent by an Authorized Person; (ib) as soon as available and in any event if requested by the Administrative Agent, quarterly, within 60 forty-five (45) days after the close last day of each of the first three four calendar quarters of in each fiscal year calendar year, unaudited quarterly financial reports, which shall be correct, complete, and accurate as of the Borrowerdate of such reports, as at the end ofprepared in accordance with accrual basis accounting principles (following GAAP), consistently applied, including balance sheets, income statements, and cash flow statements covering the operation of the Mortgaged Premises and the Borrower for the period commencing at previous calendar quarter and a current Rent Roll for the end Mortgaged Premises, delivered to the Administrative Agent by an Authorized Person; and (c) if requested in writing by the Administrative Agent for a particular calendar month or for a successive number of calendar months, monthly, within thirty (30) days after the later to occur of (1) the date of the previous fiscal year applicable request from the Administrative Agent and ending with(2) the first day of the calendar month immediately following the calendar month for which the Administrative Agent’s request is made, such quarter, unaudited combined a balance sheets sheet of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered applicable calendar month, income statements and cash flow statements covering the operation of the Mortgaged Premises and the Borrower during the applicable calendar month, a current Rent Roll for the Mortgaged Premises, and a report of tenant delinquencies at the Mortgaged Premises, which reports shall be correct, complete, and accurate as of the date of such reports, delivered to the Administrative Agent by an Authorized Person; and (d) if at any time during the term of the Loan an event occurs that causes there to be (1) a new Key Sponsor and/or (2) the ownership interests of any Guarantor to fall below those interests held by such financial statements as to whichGuarantor on the Closing Date, the Borrower shall promptly deliver to the knowledge and information Administrative Agent, within ten (10) days following the occurrence of such event, an updated organizational chart with respect to the Borrower, Members in form, substance, and detail acceptable to the Administrative Agent, which organizational chart shall, among other than the Largest Members are in default things, (whether A) reflect any Permitted Transfers that have occurred, (B) specify each then-current Key Sponsor and each such [LOAN AGREEMENT] Voya Loan No. 30340 Key Sponsor’s then-current aggregate ownership interest in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness)Borrower, (yC) identifying specify each Guarantor’s then-current aggregate ownership interest in the ten Members with the largest amount of Indebtedness to Borrower, and (or Guaranteed byD) the Borrower outstanding be true, correct, and complete as of the end of the fiscal period covered by such financial statements, together with the principal amount date of such Indebtedness outstanding with respect to each such Member as of chart. (ii) The Administrative Agent shall have the end of such fiscal period right at any time and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably requesttime to request such additional financial information as the Administrative Agent determines is necessary or appropriate, including, without limitation, with respect updated Rent Rolls for the Mortgaged Premises for purposes of monitoring current leasing activities at the Mortgaged Premises. (iii) If the Borrower omits to the performance deliver as required any report or statement required by this Section 3.10, and observance said omission is not cured by the Borrower within thirty (30) days after written notice of such omission has been given by the Administrative Agent to the Borrower, the Administrative Agent may elect, in addition to exercising any other remedy for the occurrence of an Event of Default as provided for in this Agreement and the other Loan Documents, to make an audit of all books and records of the covenants Borrower including its bank accounts which in any way pertain to the Mortgaged Premises and conditions contained in this Agreementto prepare the statement or statements which the Borrower failed to procure and deliver. Such statement or statements shall be prepared by an independent certified public accountant to be selected by the Administrative Agent. The Borrower shall pay all costs and expenses of such audit and other services, which expenses shall be secured by the Collateral Documents as additional Indebtedness and shall be immediately due and payable with interest thereon at the Default Rate.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish has furnished or caused to be furnished to the Banks Credit Parties (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year unaudited balance sheets of the Borrower, as at on a consolidated basis with the end ofRestricted Subsidiaries, and of LaunchCo and InternetCo, each on a consolidated basis with its Subsidiaries, and the related statements of operations and the related statements of cash flows of the Borrower, on a consolidated basis with the Restricted Subsidiaries, and the related revenue and EBITDA on a consolidating (by publication) basis, and the related statements of operations and the related statements of cash flows of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, and the related revenue and EBITDA on a consolidating (by publication) basis, in each case for the month ended June 30, 2002, and for the period commencing at fiscal quarter ended March 31, 2002, and (ii) the end audited balance sheet of the previous fiscal year Borrower, on a consolidated basis with the Restricted Subsidiaries, and ending with, such quarter, the unaudited combined balance sheets of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, and the Borrower related audited statement of income and its Consolidated Subsidiaries retained earnings or deficit and related statements of cash flows of the Borrower, on a consolidated basis with the Restricted Subsidiaries, and the related unaudited combined statement of income and retained earnings or deficit and related statements of incomecash flows of InternetCo and LaunchCo, expenses and net marginseach on a consolidated basis with its Subsidiaries, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and each case for the portion nine (9) month period ended December 31, 2001, which are, to the best of the Borrower's fiscal year ended at the end of such quarterknowledge, setting forth complete and correct in each case all material respects and present fairly in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation material respects in accordance with generally accepted accounting principles and consistency (except for changes concurred in by GAAP the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year financial position of the Borrower, on a consolidated basis with the Restricted Subsidiaries, and of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries on and as at December 31, 2001 (collectively, the end "Financial Statements"). As of and for the fiscal year just closedAgreement Date, combined balance sheets none of the Borrower and its Consolidated Subsidiaries and the related combined statements of incomeParties has any material liabilities, expenses and net marginscontingent or otherwise which would be required to be disclosed in accordance with GAAP, changes other than as disclosed in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) the preceding sentence or as set forth or referred to in this Agreement, and (ii) abovethere are no material unrealized losses of any of the Borrower Parties and no anticipated losses of any of the Borrower Parties other than those set forth in the Projections which have been disclosed in writing to the Credit Parties prior to the Agreement Date and identified as such. The Projections represent the Borrower's best estimate of projected future operations as of the Agreement Date, a certificate signed by and to the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller best of the Borrower's knowledge, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower there exist no facts or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents circumstances which the Borrower may make available believes could be reasonably likely to its Members or bondholders or file with cause a materially adverse change in the Securities and Exchange CommissionProjections; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance it being recognized by the Borrower of the covenants Lenders that business projections are not to be viewed as facts and conditions contained in this Agreementthat actual results may differ.

Financial Information. The Borrower will(a) Seller shall, and will shall cause each Subsidiary of its Subsidiaries to, keep use commercially reasonable efforts to cooperate with and assist, and shall cause its books of account independent accountants to cooperate and assist, Purchaser in accordance with generally accepted accounting principles preparing such information packages and offering materials as the Borrower will furnish parties to the Banks Commitment Letters may reasonably request (icollectively, the "Offering Materials") as soon as available for use in connection with the offering and/or syndications of debt securities, loan participations and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in other matters contemplated by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements Commitment Letters (the "Largest MembersOfferings"), including, without limitation, making senior management and other representatives of Seller and the Acquired Companies available (at mutually agreeable times) to participate in meetings with prospective investors and participating in "road shows" in connection with any such Offerings and providing such information and assistance as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating parties to such IndebtednessCommitment Letters may reasonably request in connection therewith. Following the Closing, Purchaser shall cause the Acquired Companies to reimburse Seller for all reasonable out-of-pocket fees and expenses (including accountants' fees) incurred by Seller in complying with this Section 5.8. (b) For each month from signing until Closing, Seller shall provide Purchaser with a consolidated income statement (by total company and by division) and specifying whether such default has been waived by the Borrower or such other Person a consolidated statement of cash flows and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding a consolidated balance sheet as of the end of the fiscal period covered by such financial statements as to whichmonth, to the knowledge and information of the Borrowereach prepared in accordance with GAAP, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as within 25 days of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, month. (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries Seller shall instruct Ernst & Young LLP to conduct an audit of the Borrower financial statements for the Included Subsidiaries as of, and for the six months ended, June 30, 2001, and Seller will cooperate with such audit. The cost of such audit that is in excess of the cost of the six-month review of the Included Subsidiaries that was already performed by Ernst & Young LLP prior to the date hereof shall be borne fifty percent by Purchaser (or if the Closing occurs, the Surviving Corporation) and fifty percent by Seller, up to a maximum of $100,000 (and if such costs shall be in excess of $100,000, then Seller shall be liable for payment of any excess). The cost of any special bonuses payable to employees of the Acquired Companies in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount conduct of the Guaranteed Portion audit shall be borne fifty percent by Purchaser or the Surviving Corporation and fifty percent by Seller, up to a maximum of $20,000 (and if such RUS Guaranteed Loan; (iv) with reasonable promptnesscosts shall be in excess of $20,000, copies then Seller shall be liable for payment of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of any excess). Seller shall provide Purchaser a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition reasonably detailed statement of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower cost of the covenants and conditions contained in this Agreementwork performed by Ernst & Young LLP.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of Parent, the BorrowerBorrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated audited balance sheet and related audited statements of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of KPMGDeloitte & Touche LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Parent as of the end of and for such year in accordance with GAAP. (b) Within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Parent, the Borrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statements of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified (by the chief financial officer, principal accounting officer, treasurer or controller of Parent as presenting fairly, in all material respects, the financial position, results of operations and cash flows of Parent and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end adjustmentsaudit adjustments and the absence of certain footnotes. (c) as to fairness Within 60 days after the end of presentation each fiscal quarter of the Borrower (or within 120 days after the end of the last fiscal quarter in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller fiscal year of the Borrower; ), the Borrower shall furnish to the Agent, on behalf of each Lender, (i) unaudited management accounts of the Borrower for the most recently ended fiscal quarter of the Borrower, and in the case of the last fiscal quarter in the fiscal year of the Borrower, unaudited management accounts of the Borrower for the most recently ended fiscal year of the Borrower (in each case in a form consistent with reports provided by or on behalf of the Borrower prior to the Second Amendment Effective Date), and (ii) as soon as practicable a certificate of the Borrower signed by a Financial Officer and in substantially the form attached hereto as Exhibit I (a “Compliance Certificate”) (iA) stating that to the best of his or her knowledge no Default or Event of Default has occurred since the previous Quarterly Evaluation Date, or if a Default or Event of Default has occurred since the previous Quarterly Evaluation Date, stating the nature thereof and what action the Borrower proposes to take with respect thereto, (iiB) setting forth the balance of the Debt Service Account as of such Quarterly Evaluation Date, (iiiC ) setting forth reasonably detailed calculations demonstrating compliance with the covenant set forth in Section 5.16 and, at any event within time when Section 2.06(c) is applicable, demonstrating that the Maximum Available Amount shall not have been greater than the Revenue Test Limit as of such Quarterly Evaluation Date, (ivD) updating Schedule 4.09, if necessary, to include any new Local Visual Media Contract and (vE) disclosing any change in 10% or more of the direct ownership interests of the Borrower or any change in ownership of the Borrower which has resulted in a change in the Controlling Owner of the Borrower, in either case, that occurred since the previous Quarterly Evaluation Date. (d) From time to time, such other information and documentation reasonably requested in writing by the Agent or any Lender for purposes of its compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (e) Prior to the date that is 90 days after the close commencement of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall deliver to the scope Agent, on behalf of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrowereach Lender, who shall have audited the books and accounts of the Borrower a consolidated budget for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, (a) Attached as Schedule 2.6 are true and will cause each Subsidiary to, keep its books complete copies of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available the compiled balance sheet of Sellers for Sellers’ 2016 and in any event within 60 days after the close of each of the first three quarters of each 2015 fiscal year of the Borrower, as at the end of, years and for the seven month period commencing at ended July 31, 2017 (the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries “Latest Balance Sheet”) and the related unaudited combined income statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures Sellers for the corresponding quarter periods then ended (collectively, the financial statements described in this Section 2.6(a)(i), the “Financial Statements”), (ii) a detailed aging summary of the Acquired Accounts Receivable and the corresponding portion Excluded Accounts Receivable, aged by invoice date and customer (the “Aged A/R Report”), as of the Borrower's previous fiscal yeardate of the Latest Balance Sheet, (iii) a detailed report of Sellers’ prepaid expenses, including a description of each 14 prepaid expense and the value assigned to each, as of the date of the Latest Balance Sheet, (iv) a detailed report of Sellers’ fixed assets, including a description of each fixed asset and the value assigned to each, as of the date of the Latest Balance Sheet, (v) a detailed aging summary of Sellers’ accounts payable, aged by due date (the “Aged A/P Report”), as of the date of the Latest Balance Sheet, (vi) a detailed report of Sellers’ accrued incentives and bonuses, including a description of each accrued incentive and bonus and the value assigned to each, as of the date of the Latest Balance Sheet, (vii) a detailed report of Sellers’ accrued payroll, as of the date of the Latest Balance Sheet (collectively, items (i) – (vii) above, the “Financial Information”). The Financial Statements present fairly in all material respects the financial condition of the Business as a whole at the dates specified and the results of its operations for the periods specified. The Financial Information has been prepared from the books and Records of Sellers, which accurately and fairly reflect in reasonable detail all material respects the transactions of, acquisitions and certified (subject to normal year-end adjustments) as to fairness dispositions of presentation in accordance with generally accepted accounting principles assets by and consistency (except for changes concurred in incurrence of Liabilities by the Borrower's independent certified public accountantsBusiness. (b) by Sellers do not have any Liabilities of or relating to the Chief Financial Officer, Business except for: (i) Liabilities reflected on the Governor, an Assistant Secretary-Treasurer or the Controller of the BorrowerLatest Balance Sheet; (ii) as soon as practicable current Liabilities incurred in the ordinary course of business, consistent with past practice, after the date of the Latest Balance Sheet; and (iii) ordinary course performance obligations under agreements entered into by Sellers in the ordinary course of business, consistent with past practice, (including the Assumed Contracts). (c) All Acquired Accounts Receivable that are reflected in the Financial Statements and the Aged A/R Report represent valid obligations arising from services actually performed by Sellers or on their behalf in the ordinary course of the Business. Except to the extent paid prior to the Closing Date, such Acquired Accounts Receivable are current and collectible net of any event respective reserves shown in the Financial Information, which reserves are adequate and calculated consistent with past practice in the ordinary course of the Business. Each of such Acquired Accounts Receivable either has been or will be collected in full, net of such respective reserves, without any setoff, within 90 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementClosing Date.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of Parent, the BorrowerBorrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated audited balance sheet and related audited statements of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of KPMG LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Parent as of the end of and for such year in accordance with GAAP. (b) Within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Parent, the Borrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statements of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified (by the chief financial officer, principal accounting officer, treasurer or controller of Parent as presenting fairly, in all material respects, the financial position, results of operations and cash flows of Parent and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end adjustmentsaudit adjustments and the absence of certain footnotes. (c) as to fairness Within 60 days after the end of presentation each fiscal quarter of the Borrower (or within 120 days after the end of the last fiscal quarter in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller fiscal year of the Borrower; ), the Borrower shall furnish to the Agent, on behalf of each Lender, (i) unaudited management accounts of the Borrower for the most recently ended fiscal quarter of the Borrower, and in the case of the last fiscal quarter in the fiscal year of the Borrower, unaudited management accounts of the Borrower for the most recently ended fiscal year of the Borrower (in each case in a form consistent with reports provided by or on behalf of the Borrower pursuant to Section 3.01(1)), and (ii) as soon as practicable a certificate of the Borrower signed by a Financial Officer and in substantially the form attached hereto as Exhibit I (a “Compliance Certificate”) (i) stating that to the best of his or her knowledge no Default or Event of Default has occurred since the previous Quarterly Evaluation Date, or if a Default or Event of Default has occurred since the previous Quarterly Evaluation Date, stating the nature thereof and what action the Borrower proposes to take with respect thereto, (ii) setting forth the balance of the Debt Service Account as of such Quarterly Evaluation Date, (iii) setting forth reasonably detailed calculations demonstrating compliance with the covenant set forth in Section 5.16 and, at any event within time when Section 2.06(c) is applicable, demonstrating that the Maximum Available Amount shall not have been greater than the Revenue Test Limit as of such Quarterly Evaluation Date, (iv) updating Schedule 4.09, if necessary, to include any new Local Visual Media Contract and (v) disclosing any change in 10% or more of the direct ownership interests of the Borrower or any change in ownership of the Borrower which has resulted in a change in the Controlling Owner of the Borrower, in either case, that occurred since the previous Quarterly Evaluation Date. (d) Prior to the date that is 90 days after the close commencement of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall deliver to the scope Agent, on behalf of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrowereach Lender, who shall have audited the books and accounts of the Borrower a consolidated budget for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, (a) Attached as Schedule 2.6 are true and will cause each Subsidiary to, keep its books complete copies of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close unaudited consolidated balance sheet of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and Seller for the period commencing at year ended December 31, 2019 and the end of year ended December 31, 2020 (the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries “Latest Balance Sheet”) and the related unaudited combined consolidated income statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures Seller for the corresponding quarter periods then ended, (ii) a detailed aging summary of the Acquired Accounts Receivable and the corresponding portion Excluded Accounts Receivable, aged by invoice date and customer (the “Aged A/R Report”), as of the Borrower's previous fiscal yeardate of the Latest Balance Sheet, (iii) a detailed report of Seller’s prepaid expenses, including a description of each prepaid expense and the value assigned to each, as of the date of the Latest Balance Sheet, (iv) a detailed report of Seller’s fixed assets, including a description of each fixed asset and the value assigned to each, as of the date of the Latest Balance Sheet, (v) a detailed aging summary of Seller’s accounts payable, aged by due date (the “Aged A/P Report”), as of the date of the Latest Balance Sheet, (vi) a detailed report of Seller’s accrued incentives and bonuses, including a description of each accrued incentive and bonus and the value assigned to each, as of the date of the Latest Balance Sheet, (vii) a detailed report of Seller’s accrued payroll, as of the date of the Latest Balance Sheet (collectively, items (i) – (vii) above, the “Financial Information”). The Financial Information presents fairly in all material respects the financial condition of the Business as a whole (or in reasonable detail the case of clauses (ii) through (vii), the items specified therein) at the dates specified and certified (subject to normal year-end adjustments) the results of its operations for the periods specified and have, except as to fairness of presentation set forth in Schedule 2.6(a), been prepared in accordance with generally accepted accounting principles GAAP. The Financial Information does not contain any items of a special or nonrecurring nature, except as expressly stated therein. The Financial Information has been prepared from the books and consistency (except for changes concurred Records of Seller, which accurately and fairly reflect in all material respects the transactions of, acquisitions and dispositions of assets by and incurrence of Liabilities by the Borrower's independent certified public accountantsBusiness. (b) by Seller does not have any Liabilities of or relating to the Chief Financial Officer, Business except for: (i) Liabilities reflected on the Governor, an Assistant Secretary-Treasurer or the Controller of the BorrowerLatest Balance Sheet; (ii) as soon as practicable current Liabilities incurred in the ordinary course of business, consistent with past practice, after the date of the Latest Balance Sheet; and (iii) ordinary course performance obligations under agreements entered into by Seller in the ordinary course of business, consistent with 101572953.9 14 past practice, (including the Business Contracts), which Liabilities in the case of (ii) and (iii) above are not required by GAAP to be reflected in the Latest Balance Sheet. (c) All Acquired Accounts Receivable that are reflected in the Financial Information represent valid obligations arising from services actually performed by Seller or on its behalf in the ordinary course of the Business. Except to the extent paid prior to the Closing Date, such Acquired Accounts Receivable are current and collectible net of any event respective reserves shown in the Financial Information, which reserves are adequate and calculated consistent with past practice in the ordinary course of the Business. Each of such Acquired Accounts Receivable either has been or will be collected in full, net of such respective reserves, without any setoff, within 90 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementClosing Date.

Financial Information. The Borrower willBorrowers will furnish, and will or cause each Subsidiary toto be furnished, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Administrative Agent (iwhich will promptly furnish such information to the Lenders) the following in such detail as the Administrative Agent shall reasonably request: (a) The Borrowers will furnish, or cause to be furnished, as soon as available and available, but in any event within 60 not later than ninety (90) days after the close of each Fiscal Year (or, if applicable, such longer period permitted under Rule 12b 25 under the Exchange Act), consolidated audited, and consolidating (with respect to each business product group of Parent) unaudited, balance sheets, statements of income, cash flow, and stockholders’ equity for Parent and its Subsidiaries for such Fiscal Year, the first three quarters accompanying notes thereto, and setting forth in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting in all material respects the financial position and the results of operations of Parent and its Subsidiaries as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP or, in the case of consolidating financial statements, the Borrowers’ standard internal practices. Such Financial Statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such Financial Statements performed on a consolidated basis, accompanied by a report thereon (without a “going concern” or like material qualification or exception) of independent certified public accountants of national standing selected by Parent (it being understood that the delivery by Parent of Annual Reports on Form 10-K of Parent shall satisfy the requirements of this Section 7.2(a) to the extent such Annual Reports include all the information specified herein). (b) The Borrowers will furnish, or cause to be furnished, as soon as available, but in any event not later than thirty (30) days after the end of each fiscal year Fiscal Period (or, if applicable, such longer period permitted under Rule 12b 25 under the Exchange Act), other than any Fiscal Period which is a Fiscal Quarter end and with respect to any such Fiscal Quarter end within forty-five (45) days after the end of the Borrowersuch Fiscal Quarter, a Compliance Certificate, consolidated and consolidating (with respect to each business product group of Parent) unaudited balance sheets of Parent and its Subsidiaries as at the end ofof such Fiscal Period or Fiscal Quarter, as applicable, and consolidated and consolidating (with respect to each business product group of Parent) unaudited statements of income and cash flow for Parent and its Subsidiaries for such Fiscal Period or Fiscal Quarter, as applicable, and for the period commencing at from the end beginning of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at Fiscal Year to the end of such quarterFiscal Period or Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal yearas applicable, all in reasonable detail detail, fairly presenting in all material respects the financial position and certified results of operations of Parent and its Subsidiaries as at the date thereof and for such periods, and prepared in accordance with GAAP (other than presentation of footnotes and subject to normal year-end adjustments) as applied consistently with the audited Financial Statements required to fairness be delivered pursuant to Section 7.2(a) or, in the case of presentation consolidating Financial Statements, the Borrowers’ standard internal practices, provided, however, in the event that the Borrowers cannot provide such Financial Statements within thirty (30) days after any Fiscal Period ending on a Fiscal Quarter end or Fiscal Year end, the Borrowers shall provide the Administrative Agent with an Applicable Margin Calculation within thirty (30) days after the end of such Fiscal Quarter or Fiscal Year. Notwithstanding anything to the contrary contained herein, should the Borrowers elect to provide the Applicable Margin Calculation in lieu of Financial Statements within thirty (30) days after such Fiscal Quarter end or Fiscal Year end, the Borrowers shall also furnish Financial Statements in accordance with generally accepted the terms hereof. Parent shall certify by a certificate signed by its chief financial officer or chief accounting principles officer or a Responsible Officer that all such Financial Statements have been prepared in accordance with GAAP and consistency (except for changes concurred present fairly in by all material respects, subject to normal year-end adjustments and the Borrower's independent certified public accountants) by the Chief Financial Officerabsence of footnotes, the Governorfinancial position of Parent and its Subsidiaries as at the dates thereof and its results of operations for the periods then ended (it being understood that the delivery by Parent of Quarterly Reports on Form 10-Q of Parent shall satisfy the requirements of this Section 7.2(b) to the extent such Quarterly Reports include the information specified herein). (c) The Borrowers will furnish, an Assistant Secretaryor cause to be furnished, within forty-Treasurer or the Controller five days (45) of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close last day of each fiscal year Fiscal Quarter, a certificate of the Borrower, chief financial officer or chief accounting officer or Responsible Officer of Parent in the form of Exhibit F (a “Compliance Certificate”) (i) (if applicable) setting forth in reasonable detail the calculations required to establish compliance with Section 9.24 during the period covered by such Financial Statements and as at the end of and for the fiscal year just closedthereof, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) abovestating that, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, except as explained in reasonable detail in such detail as shall be reasonably satisfactory to the Required Bankscertificate, (x) identifying (A) all Indebtedness outstanding of the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects as at the end date of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any certificate as if made at such time, except for those that speak as of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to whicha particular date, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) no Default or Event of Default then exists. If such certificate discloses that a representation or warranty is not true or correct, or that a covenant has not been complied with, or that a Default or Event of Default exists, such certificate shall set forth what action the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as Borrowers have taken or propose to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or take with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementthereto.

Financial Information. The Borrower willSo long as any Bond remains outstanding, the Issuer shall prepare and will cause each Subsidiary to, keep its books of account post the following information on the Bondholder Website and shall in accordance with generally accepted accounting principles and any event provide the Borrower will furnish following information to the Banks Trustee: (ia) as soon as they become available and in any event within 60 one hundred and twenty (120) calendar days after the close of relevant year end, in relation to the Issuer’s financial year end on 31 December 2016 and each of the first three quarters of each fiscal financial year of the Borrowerthereafter, as at the end of, and its audited consolidated financial statements for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal that financial year, all in reasonable detail and certified including an updated valuation of its assets; (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (iib) as soon as practicable they become available and in any event within 90 sixty (60) calendar days after the close of relevant Quarter Date, in relation to each fiscal year financial quarter ending on a Quarter Date after 31 December 2015, its unaudited quarterly consolidated financial statements for the financial quarter ending on that Quarter Date (other than in respect of the BorrowerQuarter Date ended on 31 December in each year), including an updated valuation of its assets as at the end of and for the fiscal year just closed, combined balance sheets each financial half year; (c) accompanying each set of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses provided under paragraphs (ia) and (iib) above, a certificate signed by narrative report containing at least the Governor, following information with respect to the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller period reported upon: (i) details of any realisation of the BorrowerIssuer’s assets with a value in excess of €10,000,000 achieved during such period, by reference to each different category of assets and the currency in such detail as shall be reasonably satisfactory which each asset is denominated and a variance analysis identifying realisations of assets to date in comparison with the monetisation plan specified in the Budget applicable to the Required Banksperiod reported upon; (ii) details of changes to the status of any Contingent Claims, Contingent Priority Claims, rejected Disputed Claims or Disputed Priority Claims against the Issuer during such period; and (xiii) identifying details of any new material litigation, arbitration or administrative proceedings relating to the Issuer, or changes to the status of any material litigation, arbitration or administrative proceedings existing at the last Quarter Date; (Ad) all Indebtedness outstanding as at accompanying each set of financial statements provided under paragraphs (a) and (b) above: (i) an asset monetisation plan (including estimated future realisations for each category of its assets and each currency in which assets are denominated) prepared on a 12 month look-forward basis (commencing on the first day following the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower reported upon); and (ii) a summary of all amounts released from Reserves for inclusion in Available Cash, up to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge reported upon and information of the Borrower, the Member is in default (whether expenses incurred in the payment period reported upon and including an estimate of future releases from Reserves prepared on a 12 month look-forward basis (commencing on the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of first day following the end of the fiscal period covered by such financial statements as to which, to reported upon); and (e) an annual budget (the knowledge and information “Budget”) that includes at least the following information: (i) the projected operating expenditure of the BorrowerIssuer for the following year, Members other than determined on a basis intended to ensure that the Largest Members are in default (whether in the payment Issuer maintains its solvency on a forward-looking basis and including details of the principal thereof amounts which the Board of Directors determines will be needed by the Issuer in order to support its existing assets, including making advances under revolving credit facilities existing as at the Effective Date, making loans or interest thereon providing other forms of financial support or with respect accommodation in order to any material covenant preserve, protect or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying maintain the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as value of the end Issuer's assets, or which the Board of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower Directors otherwise reasonably determines is necessary in order to fund such RUS Guaranteed Loanthe Issuer's business during the financial year; (ii) an asset monetisation plan (including estimated future realisations for each category of its assets and each currency in which assets are denominated) for each subsequent year in which assets are expected to be monetised; (iii) reports on anticipated changes to the status of any outstanding Contingent Claims, (c) Contingent Priority Claims, rejected Disputed Claims or Disputed Priority Claims against the total interest expense incurred during such fiscal period by Issuer for the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loanfollowing financial year; and (iv) with reasonable promptness, copies of all regular reports on anticipated Reserves for the following financial year. The first Budget (the “Initial Budget”) shall be prepared by the Winding-up Board and periodical financial statements or other financial reports and documents which proposed at the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition first general meeting of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, Shareholders (with respect a copy provided to the performance Trustee and observance posted to the Bondholder Website) for approval by the Borrower Shareholders. Subsequent Budgets will be approved by the Board of the covenants and conditions contained in this AgreementDirectors.

Financial Information. The Borrower will, (a) Attached as Schedule 2.6 are true and will cause each Subsidiary to, keep its books complete copies of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available (1) the audited consolidated balance sheet of Seller for Seller’s 2015 and in any event within 60 days after 2016 fiscal years and the close related audited consolidated income statements of each of Seller for the first three quarters of each fiscal year of the Borrower, as at the end ofcorresponding periods then ended, and for (2) the period commencing at interim unaudited consolidated balance sheet of Seller as of February 28, 2017 (the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries “Latest Balance Sheet”) and the related unaudited combined consolidated income statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures Seller for the corresponding quarter period then ended, (ii) a detailed aging summary of the Acquired Accounts Receivable and the corresponding portion Excluded Accounts Receivable, aged by invoice date and customer (the “Aged A/R Report”), as of the Borrower's previous fiscal yeardate of the Latest Balance Sheet, (iii) a detailed report of Seller’s prepaid expenses, including a description of each prepaid expense and the value assigned to each, as of the date of the Latest Balance Sheet, (iv) a detailed report of Seller’s fixed assets, including a description of each fixed asset and the value assigned to each, as of the date of the Latest Balance Sheet, (v) a detailed aging summary of Seller’s accounts payable, aged by due date (the “Aged A/P Report”), as of the date of the Latest Balance Sheet, (vi) a detailed report of Seller’s accrued incentives and bonuses, including a description of each accrued incentive and bonus and the value assigned to each, as of the date of the Latest Balance Sheet, (vii) a detailed report of Seller’s accrued payroll, as of the date of the Latest Balance Sheet (collectively, items (i) – (vii) above, the “Financial Information”). The Financial Information presents fairly in all material respects the financial condition of the Business as a whole (or in reasonable detail the case of clauses (ii) through (vii), the items specified therein) at the dates specified and certified (subject to normal year-end adjustments) as to fairness the results of presentation its operations for the periods specified and have been prepared in accordance with generally accepted accounting principles GAAP. The Financial Information does not contain any items of a special or nonrecurring nature, except as expressly stated therein. The Financial Information has been prepared from the books and consistency (except for changes concurred Records of Seller, which accurately and fairly reflect in all material respects the transactions of, acquisitions and dispositions of assets by and incurrence of Liabilities by the Borrower's independent certified public accountantsBusiness. (b) by Seller does not have any Liabilities of or relating to the Chief Financial Officer, Business except for: (i) Liabilities reflected on the Governor, an Assistant Secretary-Treasurer or the Controller of the BorrowerLatest Balance Sheet; (ii) as soon as practicable current Liabilities incurred in the ordinary course of business, consistent with past practice, after the date of the Latest Balance Sheet; and (iii) ordinary course performance obligations under agreements entered into by Seller in the ordinary course of business, consistent with past practice, (including the Business Contracts), which Liabilities in the case of (ii) and (iii) above are not required by GAAP to be reflected in the Latest Balance Sheet. (c) All Acquired Accounts Receivable that are reflected in the Financial Information represent valid obligations arising from services actually performed by Seller or on its behalf in the ordinary course of the Business. Except to the extent paid prior to the Closing Date, such Acquired Accounts Receivable are current and collectible net of any event respective reserves shown in the Financial Information, which reserves are adequate and calculated consistent with past practice in the ordinary course of the Business. Each of such Acquired Accounts Receivable either has been or will be collected in full, net of such respective reserves, without any setoff, within 90 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementClosing Date.

Financial Information. The Borrower willshall furnish to Lender: As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, audited consolidated financial statements of Borrower as of the end of such year, fairly presenting Borrower's financial position, which statements shall consist of a balance sheet and related statements of income, retained earnings, and will cause each Subsidiary tocash flow covering the period of Borrower's immediately preceding Fiscal Year, keep its books of account which shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied during each period involved, and the audited by independent certified public accountants reasonably satisfactory to Lender, together with copies of any management letters provided to said accountants by Borrower will furnish to the Banks (i) in connection with performing such audit. In addition, as soon as available and in any event within 60 ninety (90) days after the close end of each Fiscal Year, a compliance certificate executed by the Manager of Borrower or other Person satisfactory to Lender in the first three quarters form of each fiscal year of the Borrower, Exhibit G attached hereto and made a part hereof. As soon as at the end of, available and for the period commencing at in any event within forty-five (45) days after the end of each Fiscal Quarter (except the previous fiscal year and ending with, such quarterfinal quarter of Borrower's Fiscal Year), unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined consolidated financial statements of income, expenses and net margins, changes in Members' equity and cash flow Borrower as of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form fairly presenting Borrower's financial position, which statements shall consist of a balance sheet and related statements of income and cash flow covering the figures for period from the corresponding quarter and the corresponding portion end of the Borrower's previous fiscal yearimmediately preceding Fiscal Year to the end of such quarter, which shall be prepared in accordance with GAAP, consistently applied during each interval involved, all in reasonable such detail as Lender may request and signed and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in be correct by the Borrower's independent certified public accountants) by Manager of Borrower or other Person satisfactory to Lender in the Chief Financial Officerform of Exhibit F attached hereto and made a part hereof. In addition, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable available and in any event within 90 forty-five (45) days after the end of each Fiscal Quarter (other than the final quarter of Borrower's Fiscal Year), a compliance certificate executed by the Manager of Borrower or other Person satisfactory to Lender in the form of Exhibit G attached hereto and made a part hereof. At least thirty (30) days prior to the close of each fiscal year Fiscal Year of Borrower, a consolidated plan budget for each Fiscal Quarter of the succeeding Fiscal Year prepared in accordance with Borrower's normal accounting procedures (and which represent management's reasonable estimate of Borrower's projected performance during such periods) applied on a consistent basis, as at the end of and for the fiscal year just closedincluding, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of incomewithout limitation, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) forecasted consolidated balance sheets, consolidated statements of operations, and cash flows of Borrower on a consolidated basis for such periods, (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of forecasted capital expenditures for such periods, (iii) forecasted compliance with the Guaranteed Portion of such RUS Guaranteed Loan; financial covenants listed in Section 9.12 and (iv) with reasonable promptnessappropriate discussion of the principal assumptions on which such budget/plan is based. To the extent Borrower prepares or is required to prepare such items, promptly after their preparation, copies of any and all regular proxy statements, financial statements, and periodical financial statements or other financial reports that Borrower sends to its shareholders, and copies of any and all periodic and special reports and documents registration statements which the Borrower may make available to its Members or bondholders or file files with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice . Such additional information as Lender may from time to time reasonably request regarding the financial and business affairs of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementConsolidated Subsidiary.

Financial Information. (a) The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined audited consolidated balance sheets sheet of the Borrower and its Consolidated consolidated Subsidiaries as at June 30, 1996 and the related unaudited combined audited consolidated statements of incomeincome and of cash flows for the fiscal year ended on such date, expenses reported on by Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇P, copies of which have heretofore been furnished to each Lender, are complete and net margins, changes in Members' equity correct and cash flow present fairly the consolidated financial condition of the Borrower and its Consolidated consolidated Subsidiaries for as at such quarter date, and the consolidated results of their operations and their consolidated cash flows for the portion fiscal year then ended. (b) The unaudited consolidated balance sheet of the Borrower's fiscal year ended Borrower and its consolidated Subsidiaries as at March 31, 1997 and the end related unaudited consolidated statements of such quarter, setting forth in each case in comparative form the figures income and of cash flows for the corresponding quarter nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the corresponding portion consolidated results of their operations and their consolidated cash flows for the Borrower's previous fiscal year, all in reasonable detail and certified nine-month period then ended (subject to normal year-end audit adjustments). (c) as to fairness All of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses clause (ia) and (iib) above, a certificate signed including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the Governor, the Chief Financial such accountants or Responsible Officer, an Assistant Secretary-Treasurer or as the Controller of the Borrowercase may be, in such detail and as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtednessdisclosed therein), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and . (d) Neither the amount Borrower nor any of its consolidated Subsidiaries had, at the date of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptnessmost recent balance sheet referred to above, copies of all regular and periodical financial any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from June 30, 1996 to and including the date of this Agreement there has been no sale, transfer or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued disposition by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its consolidated Subsidiaries of any material part of its business or affiliates, a notice setting forth such change; property and no purchase or other acquisition of any business or property (viincluding any capital stock of any other Person) with reasonable promptness, such other information respecting material in relation to the business, operations, prospects and consolidated financial condition of the Borrower or any of and its consolidated Subsidiaries or any Joint Venture as any Bank mayat June 30, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement1996.

Financial Information. The Borrower willwill maintain, for itself and will cause each Subsidiary toSubsidiary, keep its books a system of account accounting established and administered in accordance with generally accepted accounting principles GAAP, and the Borrower will furnish to the Banks Lender: (ia) as As soon as available and available, but in any event within 60 not later than 45 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the for Borrower and its Consolidated Subsidiaries Subsidiaries, an unaudited consolidated balance sheet as of the close of each such period and the related unaudited combined consolidated statements of income, expenses income and net margins, changes in Members' equity retained earnings and of cash flow flows of the Borrower and its Consolidated Subsidiaries for such quarter period and for the portion of the Borrower's fiscal year ended at through the end of such quarterperiod, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified by Borrower’s chief financial officer or chief accounting office; (subject to normal year-end adjustmentsb) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as As soon as practicable and available, but in any event within not later than 45 days after the close of each fiscal quarter, for Borrower and its Subsidiaries, the following reports in form and substance reasonably satisfactory to Lender, all certified by each entity’s chief financial officer or chief accounting office: a statement of Funds From Operations, a statement of cash flows for each individual Project, a statement detailing Consolidated Outstanding Indebtedness and Adjusted Annual NOI, a listing of capital expenditures, a report listing and describing all newly acquired Projects, including their net operating income, cash flow, cost and secured or unsecured Indebtedness assumed in connection with such acquisition, if any, summary Projects information to include square footage, occupancy, Net Operating Income and such other information on all Projects as may be reasonably requested; (c) As soon as available, but in any event not later than 90 days after the close of each fiscal year year, of the BorrowerBorrower and its Subsidiaries, audited financial statements, including a consolidated balance sheet as at the end of and for the fiscal such year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined consolidated statements of income, expenses income and net margins, changes in Members' equity retained earnings and of cash flow flows for such fiscal year year, settling forth in each case in comparative form the figures for the Borrower and its Consolidated Subsidiariesprevious year, all in reasonable detail and fully certified (without any a “going concerns” or like qualification as to or exception, or qualification arising out of the scope of the audit) , prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by reasonable acceptable to Lender; (d) As soon as available, but in any event not later than 90 days after the Borrower, who shall have audited the books and accounts close of the Borrower for such each fiscal year; (iii) together with the financial statements referred to in clauses (i) , for Borrower and (ii) aboveits Subsidiaries, a certificate signed by statement detailing the Governor, contributions to Adjusted Annual NOI from each individual Project for the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, prior fiscal year in such detail as shall be form and substance reasonably satisfactory to Lender, certified by the Required Banks, entity’s chief financial officer or chief accounting officer; (xe) identifying (A) all Indebtedness outstanding as at Together with the end of the fiscal period covered by such quarterly and annual financial statements extended required hereunder, a compliance certificate in substantially the form of Exhibit D hereto signed by Borrower’s chief financial officer or chief accounting officer showing the Borrower or by any other Person calculations and Guaranteed by the Borrower computations necessary to any of the forty Members determine compliance with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to whichthis Agreement and stating that, to such officer’s’ knowledge, no Default or Unmatured Default exists, or if, to such officer’s knowledge, any Default or Unmatured Default exists, stating the knowledge nature and information status thereof; (f) As soon as possible and in any event within 10 days after a responsible officer of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or Borrower knows that any Reportable Event has occurred with respect to any material covenant or agreement contained Plan, a statement, signed by the chief executive officer of Borrower, describing said Reportable Event and the action which Borrower proposes to take with respect thereto; (g) As soon as possible and in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived event within 10 days after receipt by the Borrower or such other Person and the nature and status a responsible officer of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment a copy of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) any notice or claim to the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the effect that Borrower or any of its Subsidiaries is or affiliatesmay be liable to any Person as a result of the release by Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by Borrower or any of its Subsidiaries, which, in either case, could have a Material Adverse Effect; (h) Promptly upon the furnishing thereof to the shareholders of Borrower, copies of all financial statements, reports and proxy statements so furnished; (i) Promptly upon becoming aware of the same and to the extent Borrower, or any of its Subsidiaries, are aware of the same, notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, Borrower, any of its Subsidiaries or any of their respective properties, assets or businesses which involve claims individually or in the aggregate in excess of $5,000,000, and notice of the receipt of notice that any United States income tax returns of Borrower or any of its Subsidiaries are being audited; (j) Promptly upon becoming available, a copy of any amendment to a formation document of Borrower or any Guarantor; (k) Promptly upon becoming aware of the same, notice setting forth such change; and (vi) with reasonable promptnessof any change in the senior management of Borrower, such other information respecting or any of its Subsidiaries, any change in the business, operationsassets, liabilities, financial condition, results of operations or business prospects and financial condition of Borrower, or any of its Subsidiaries which has had or could reasonably be expect to have a Material Adverse Effect, or any other event or circumstance which has had or could reasonably be expect to have a Material Adverse Effect; (l) Promptly upon becoming aware of entry of the Borrower same, notice of any order, judgment or decree in excess of $5,000,000 having been entered against Borrower, or any of its Subsidiaries or any Joint Venture as of their respective properties or assets; (m) Promptly upon receipt of the same, notice if Borrower, or any Bank may, of its Subsidiaries shall receive any notification from time any Governmental Authority alleging a violation of any applicable law or any inquiry which could reasonably be expect to time, reasonably request, have a Material Adverse Effect; and (n) Such other information (including, without limitation, with respect financial statements for Borrower and non-financial information) as Lender may from time to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementtime reasonably request.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish Furnish to the Banks Lender: (ia) as soon as available and available, but in any event within 60 one hundred eighty (180) days after the close of each of the first three quarters end of each fiscal year of the Borrower, as at commencing with the end of, and for the period commencing at the end of the previous fiscal year ending March 31, 2021 and ending withcontinuing for each fiscal year thereafter, such quarter, unaudited combined (i) the audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended as at the end of such quarterfiscal year and the related consolidated statements of income, cash flows and changes in members’ equity (or comparable statement) for such year as contained in the annual report to the Investors of Borrower and notes thereto, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail accompanied by an unqualified report and certified (subject to normal year-end adjustments) as to fairness opinion thereon of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by accountants acceptable to the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; Lender; (iib) as soon as practicable and available, but in any event within 90 thirty (30) days after the close end of each fiscal year month commencing with the fiscal month ending November 30, 2020 and continuing for each fiscal month thereafter, an unaudited consolidated balance sheet of the Borrower, Borrower as at the end of such month and the related unaudited consolidated statements of income, cash flows and changes in shareholder equity (or comparable statement) for such month setting forth the fiscal year just closedfair market value, combined balance sheets number, and volume of holdings of all underlying investments, certified by the chief financial officer, controller or other appropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its Consolidated Subsidiaries results of operation, cash flow and the related combined statements of income, expenses and net margins, changes in Members' equity financial position (subject to year-end adjustments), with all of the financial statements in the foregoing clauses (a) and cash flow for such fiscal year for the Borrower (b) to be complete and its Consolidated Subsidiaries, correct in all material respects and to be prepared in reasonable detail acceptable to the Lender and fully certified in accordance with GAAP; (without any qualification c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) matters set forth therein and (ii) abovea summary of performance of each Underlying Fund and Permitted Investment, including (i) each Permitted Investment’s Net Asset Value and all distributions and other payments made by such Underlying Fund or any other issuer of any Permitted Investment, and (ii) all Underlying Funds and other Permitted Investments acquired during the applicable month, as applicable; (d) on the thirtieth (or, if there is no corresponding day in any applicable fiscal month, the last calendar day of such fiscal month) calendar day of each fiscal month, commencing on November 30, 2020, a certificate signed current, correct and complete (i) internally prepared schedule of all Permitted Investments of the Loan Parties and (ii) chart of the Loan Parties’ Deposit Accounts, Securities Accounts and Commodity Accounts in substantially the form provided by the GovernorBorrower to the Lender prior to the Closing Date; (e) promptly upon receipt thereof, copies of all financial statements, reports and other material information and other material correspondence sent to or received by the Chief Financial OfficerBorrower or any other Loan Party from any Underlying Fund or any other issuer of any Permitted Investment, an Assistant Secretary-Treasurer including notices of default, or the Controller Borrower’s or any other Loan Party’s funding obligation to or its rights under any Underlying Fund or any other issuer of any Permitted Investment and any notice containing a reference to any alleged misconduct of the Borrower, in such detail as shall be reasonably satisfactory any other Loan Party, the Investment Advisor or any of their respective Subsidiaries; (f) promptly after the execution thereof, copies of all material amendments or other material changes to the Required BanksProspectus or the Fund Policies, the Investment Management Agreement, any Investment Sub-Advisory Agreement, and any new investment advisory contract entered into after the Closing Date; and (xg) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by promptly upon Lender’s written request, any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (financial statements, reports or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived Loan Party reasonably requested by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementLender.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower (A) Borrowers will furnish to the Banks Agent and each Lender (i1) as soon as available available, and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified one hundred twenty (subject to normal year-end adjustments120) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) aboveBorrowers, a certificate signed by the Governor, the Chief Financial Officer, Consolidating and an Assistant Secretary-Treasurer or the Controller audited Consolidated balance sheet of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person Borrowers and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member their Subsidiaries as of the end of such fiscal year; a Consolidating and an audited Consolidated profit and loss statement of Borrowers and their Subsidiaries; a Consolidating and an audited Consolidated statement of operations and retained earnings of Borrowers and their Subsidiaries; and a Consolidating and an audited Consolidated statement of cash flows of Borrowers and their Subsidiaries and changes in stockholder's equity of Borrowers and their Subsidiaries for the year then ended; (2) within forty-five (45) days after the end of each of the first three fiscal quarters, a Consolidated and Consolidating balance sheet of Borrowers and their Subsidiaries as of the end of such quarter, a Consolidated and Consolidating profit and loss statement of Borrowers and their Subsidiaries, a Consolidated and Consolidating statement of operations and retained earnings of Borrowers and their Subsidiaries; and a Consolidated and Consolidating statement of cash flows for Borrowers and their Subsidiaries for such period then ended, all in detail as Agent may reasonably require, prepared and certified as to fairness of presentation by the Chief Financial Officer or other authorized officer of Parent; (3) simultaneously with the filing thereof, copies of all notices required by law or regulation to be filed, reports, registrations, requests for interpretive letters or rulings, proxy statements and any other material filed from time to time with the Securities and Exchange Commission or delivered to the shareholders of Parent; and (4) thirty (30) days prior to the end of a fiscal year, Consolidated and Consolidating financial projections for the ensuing fiscal year prepared on a monthly basis. All data of Borrowers and their Subsidiaries that is subject to GAAP will be prepared on a Consolidated and Consolidating bases and according to GAAP. All financial information required under Section 6.2(A)(1) above will be audited and unqualifiedly certified by independent certified public accountants reasonably acceptable to Agent. (1) The financial information required under Section 6.2(A)(1) above must be accompanied by (a) a certificate of the relevant accountants as to whether anything has come to their attention that led them to believe that a Default or an Event of Default has occurred, and (b) if any Event of Default or Default has occurred, a written statement by such accountants setting forth the details of each such Event of Default or Default and stating whether or not the same is continuing. Such certificate or statement will certify to the accuracy of the calculations set forth in the certificate being simultaneously delivered to each Lender pursuant to Section 6.2(B)(2). (2) Each statement or report called for by subsections (A)(1), (2) and (3) of this Section 6.2 must be accompanied by a certification in the form of Exhibit 6.2 attached hereto and made a part hereof, signed by of the chief executive or chief financial officer or other authorized officer of each Borrower stating that each of them has reviewed the operations of Borrowers and their Subsidiaries on a Consolidated basis for that period and that no Event of Default or Default has occurred, or if any Event of Default or Default has occurred, a written statement setting forth the details of such Event of Default or Default, stating whether or not the same is continuing and, if so, the action that Borrowers propose to take with respect thereto. Such certificate or statement will also include, for the periods covered by subsections (zA)(1) identifying all loans which are RUS Guaranteed Loans and are outstanding (2) of this Section 6.2 a reasonably detailed calculation of the ratios, coverages and capital expenditures set forth in Sections 6.5 through 6.9 hereof (if and to the extent such covenant is measured at the end of such fiscal period) for the purpose of establishing whether Borrowers were in compliance with the requirements of such Sections as of the end of the fiscal period covered by such the financial statementsstatement or report. Such certificate or statement will also include, together for the periods covered by subsection (B) of this Section 6.2 ending on each December 31st, commencing with (a) the principal amount of each such RUS Guaranteed Loan as fiscal year ending December 31, 1999, calculation of the end of Excess Cash Flow for the twelve (12) month period ended December 31st in such fiscal perioddetail as Agent may require. (C) In addition to the financial information required in this Section 6.2, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order Borrowers shall submit to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, each Lender such other information respecting the business, operations, prospects and financial condition of the Borrower reports as Agent or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, Lender may reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Agent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall reasonably request, the following: (ia) as As soon as available and available, but in any event within 60 not later than one hundred (100) days after the close of each of the first three quarters of each fiscal year of the BorrowerFiscal Year, as at the end ofconsolidated audited balance sheets, and statements of income and expense, cash flow and statement of changes in stockholders' equity for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower Parent and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter Fiscal Year, and for the portion of the Borrower's fiscal year ended at the end of such quarteraccompanying notes thereto, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal yearFiscal Year, all in reasonable detail detail, fairly presenting the financial position and the results of operations of the Parent and its consolidated Subsidiaries as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP, and unaudited balance sheets and statements of income and expense of the Borrower. Such audited statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified as to scope (including not qualified due to possible failure to take all appropriate steps to successfully address the Year 2000 Problem) of Deloitte & Touche LLP or other nationally recognized independent certified public accountants selected by the Borrower. (b) As soon as available after the end of each fiscal month, a monthly financial report in substantially the form of Exhibit F, setting forth certain unaudited financial information of the Parent and its Subsidiaries (with such changes to such Exhibit F as Parent may adopt from time to time). (c) As soon as available, but in any event not later than fifty-five (55) days after the close of each fiscal quarter other than the fourth quarter of a Fiscal Year, consolidated unaudited balance sheets of the Parent and its consolidated Subsidiaries as at the end of such quarter, and consolidated unaudited statements of income and expense and statement of cash flows for the Parent and its Subsidiaries for such quarter and for the period from the beginning of the Fiscal Year to the end of such quarter, all in reasonable detail, fairly presenting the financial position and results of operation of the Borrower and its Subsidiaries as at the date thereof and for such periods, prepared in accordance with GAAP consistent with the audited Financial Statements required to be delivered pursuant to Section 7.2(a), and unaudited balance sheets and statements of income and expense of the Borrower. Such financial statements of the Parent shall be accompanied by a certificate signed by the Parent's chief financial officer, treasurer, assistant treasurer or, in their absence, a controller of the Borrower or Parent that all such statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or Parent's financial position as at the Controller dates thereof and its results of operations for the periods then ended. (d) With each of the Borrower; Financial Statements of the Parent delivered pursuant to Section 7.2(a) and (c), a certificate of the treasurer, assistant treasurer or chief financial officer of the Parent or, in their absence, a controller of the Borrower or Parent (i) setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with the covenants set forth in Sections 9.22 and 9.23 during the period covered in such Financial Statements and as at the end thereof, and (ii) stating that, except as soon explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are correct and complete in all material respects as practicable at the date of such certificate as if made at such time, except for those that speak as of a particular day, (B) the Borrower is, at the date of such certificate, in compliance in all material respects with all of its respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by such Financial Statements. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Borrower has taken or proposes to take with respect thereto. (e) Within two weeks of preparation, and, in any event within 90 event, no later than ninety (90) days after the close end of each fiscal year Fiscal Year (beginning with Fiscal Year 1998) annual forecasts (to include forecasted consolidated and, if available, consolidating balance sheets, statements of income and expenses and statements of cash flow) for the Borrower, Parent and its Subsidiaries as at the end of and for each month of such Fiscal Year. (f) Upon request, after filing with the fiscal year just closedPBGC and the IRS, combined balance sheets a copy of each annual report or other filing filed with respect to each Plan of the Borrower Borrower. (g) Promptly upon the filing thereof, copies of all Form 10-Ks, Form 10-Qs, Form 8-Ks Schedule 13Ds and any other material reports, if any, filed by the Parent or any of its Consolidated Subsidiaries with the Securities and Exchange Commission under the related combined statements Exchange Act. (h) As soon as available, but in any event not later than 15 days after the Borrower's receipt thereof, a copy of incomeall management reports and management letters, expenses and net marginstogether with management's response, changes in Members' equity and cash flow for such fiscal year prepared for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without by Deloitte & Touche LLP or any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses . (i) and (ii) aboveUpon request, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller copy of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended each annual tax return filed by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; with the IRS. (j) Such additional information as the Agent and/or any Lender may from time to time reasonably request regarding the financial and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition business affairs of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementSubsidiary.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (ia) as soon as available and in any event within 60 Within 120 days after the close of each of the first three quarters end of each fiscal year of Parent, the BorrowerHoldCo Borrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated audited balance sheet and related audited statements of operations, stockholders’ equity and cash flows as at the end of, and for the period commencing at of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous prior fiscal year, all audited by and accompanied by the opinion of KPMG LLP or another independent registered public accounting firm of recognized national standing in reasonable detail customary form (without a “going concern” or like qualification) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and certified (subject to normal year-cash flows of Parent as of the end adjustments) as to fairness of presentation and for such year in accordance with generally accepted accounting principles and consistency GAAP. (except for changes concurred in by the Borrower's independent certified public accountantsb) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 Within 60 days after the close end of each of the first three fiscal quarters of each fiscal year of Parent, the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the HoldCo Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as shall furnish to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the BorrowerAgent, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status on behalf of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to whichLender, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member Parent’s consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statements of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by the chief financial officer, principal accounting officer, treasurer or controller of Parent as presenting fairly, in all material respects, the financial position, results of operations and (z) identifying all loans which are RUS Guaranteed Loans cash flows of Parent and are outstanding its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal period covered by such financial statementsyear in accordance with GAAP, together with subject to normal year-end audit adjustments and the absence of certain footnotes. (ac) the principal amount of each such RUS Guaranteed Loan as of Within 60 days after the end of such each fiscal periodquarter of the HoldCo Borrower (or within 120 days after the end of the last fiscal quarter in the fiscal year of the HoldCo Borrower), the HoldCo Borrower shall furnish to the Agent, on behalf of each Lender, (bi) the total amount of Indebtedness incurred by the Borrower and Subsidiaries unaudited management accounts of the HoldCo Borrower in order to fund such RUS Guaranteed Loan, (c) for the total interest expense incurred during such most recently ended fiscal period by the Borrower and Subsidiaries quarter of the HoldCo Borrower, and in the case of the last fiscal quarter in the fiscal year of the HoldCo Borrower, unaudited management accounts of the HoldCo Borrower for the most recently ended fiscal year of the HoldCo Borrower (in connection each case in a form consistent with reports provided by or on behalf of the Indebtedness referred HoldCo Borrower prior to the Effective Date), and (ii) a certificate of the HoldCo Borrower signed by a Financial Officer and in preceding clause substantially the form attached hereto as Exhibit I (ba “Compliance Certificate”) (A) stating that to the best of his or her knowledge no Default or Event of Default has occurred since the previous Quarterly Evaluation Date, or if a Default or Event of Default has occurred since the previous Quarterly Evaluation Date, stating the nature thereof and what action the HoldCo Borrower proposes to take with respect thereto and (B) setting forth the balance of the Debt Service Account as of such Quarterly Evaluation Date. (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available From time to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptnesstime, such other information respecting and documentation reasonably requested in writing by the business, operations, prospects and financial condition of the Borrower Agent or any Lender for purposes of its Subsidiaries or any Joint Venture as any Bank maycompliance with applicable “know your customer” and anti-money laundering rules and regulations, from time to time, reasonably request, including, without limitation, with respect to including the performance USA PATRIOT Act and observance by the Borrower of the covenants and conditions contained in this AgreementBeneficial Ownership Regulation.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish Deliver to the Banks Facility Agent with sufficient copies for the Lenders to be distributed to the Lenders by the Facility Agent promptly upon the receipt thereof: (i) as soon as available and in any event within 60 available, but not later than ninety (90) days after the close end of each fiscal year of the Guarantor, complete copies of the consolidated financial reports of the Guarantor and its Subsidiaries inclusive of a financial report of each of the Borrowers (together with a Compliance Certificate that includes, inter alia, a reconciliation of all of the differences between GAAP as at March 31, 2011 and GAAP as at the time of delivery), all in reasonable detail which shall include at least the consolidated balance sheet of the Guarantor and its Subsidiaries and a balance sheet for each of the Borrowers as of the end of such year and the related statements of income for such year as well as the related statement of sources and uses of funds for such year for the Guarantor only, each as prepared in accordance with GAAP, all in reasonable detail, which shall be prepared by an Acceptable Accounting Firm and, with respect to the Guarantor, be audited reports; (ii) as soon as available, but not later than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the BorrowerGuarantor, as at the end of, a quarterly interim balance sheets and for the period commencing at the end profit and loss statements of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower Guarantor and its Consolidated Subsidiaries and the related unaudited combined profit and loss statements as well as the related statement of incomesources and uses of funds for such year for the Guarantor only (together with a Compliance Certificate that includes, expenses and net marginsinter alia, changes in Members' equity and cash flow a reconciliation of all of the Borrower differences between GAAP as at March 31, 2011 and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended GAAP as at the end time of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal yeardelivery), all in reasonable detail detail, unaudited, but certified to be true and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in complete by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller chief financial officer of the Borrower; Guarantor; (iiiii) as soon as practicable and in any event within 90 available, but not later than ten (10) days after the close end of each of the second quarter and the fourth quarter of each fiscal year of the BorrowerGuarantor, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all an Asset Maintenance Compliance Certificate in reasonable detail and fully certified (without any qualification as to be true and complete by the scope chief financial officer of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; Guarantor; (iv) with reasonable promptnesspromptly upon the mailing thereof to the shareholders of the Guarantor, copies of all regular financial statements, reports, proxy statements and periodical financial statements or other financial reports and documents which communications provided to the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; Guarantor's shareholders; (v) promptly after obtaining knowledge within ten (10) days of the Guarantor's receipt thereof, copies of all audit letters or receiving notice other correspondence from any external auditors including material financial information in respect of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of Guarantor and its Subsidiaries or affiliates, a notice setting forth such changeSubsidiaries; and and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the performance Facility Agent may from time to time reasonably request, certified to be true and observance complete by the Borrower chief financial officer of the covenants and conditions contained in this Agreement.Guarantor;

Financial Information. The Borrower will, must keep true and will cause each Subsidiary to, keep its correct financial books and records reflecting the results of account operations of the Project in accordance with generally accepted a modified cash basis accounting principles and method consistent with financial statements previously delivered to the Bondholder Representative by the Borrower will (or such other accounting method approved in writing by the Bondholder Representative). The Borrower shall furnish to the Banks (i) as soon as available Bondholder Representative all financial and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of other information relating to the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of Project as the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who Bondholder Representative shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, all of the following:‌ (a) As soon as available, subject to the further terms of this subsection, within thirty (30) days from the end of each calendar month (beginning with the first (1st) calendar month after leasing has commenced for all or any part of the Project), unaudited statements addressed to Bondholder Representative, signed and dated by an authorized representative of the Managing Member of the Borrower attesting to the fact that the statements are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles, consistently applied, and show the financial condition of the Borrower at the close of such calendar month, which statements shall include, without limitation, a balance sheet and an income/operating statement, a current rent roll (which shall include a summary of the number of units leased, available, and occupied and any rental concessions), the current month’s budget, year to date activity, year to date budget, a rolling 12 month budget comparison, a reconciliation of net operating income for the period then ending, a rent roll, and all other matters as Bondholder Representative may reasonably request; (b) As soon as available, and in any event within 120 days from the end of each fiscal year of the Borrower (beginning with the fiscal year ending December 31, 2016), an audited financial statement of the Borrower, showing the financial condition of the Borrower at the close of such fiscal year and the results of operation during such fiscal year, which financial statement shall include a balance sheet, income statement, statement of contingent liabilities, and statement of cash flows (sources and uses) and shall be accompanied by an annual compliance certificate (“Compliance Certificate”) prepared on a form reasonably acceptable to the Bondholder Representative; providing that no Event of Default is then continuing, and statements that there is no default or other non- compliance then existing with respect to any other loans or subordinate debts/grants/operating or Operating Agreements, there is no litigation, threats, or contingent liability then existing not previously disclosed to the performance Bondholder Representative where the amount is either greater than $75,000 or undetermined, and observance there has been no Material Adverse Change (or expected Material Adverse Change) to the financial condition of that entity; (c) As soon as available, and in any event within 120 days after the end of each fiscal year of Guarantor (beginning with the fiscal year ending December 31, 2015), a financial statement for Guarantor which shall be reviewed by accountants satisfactory to the Bondholder Representative and in a manner acceptable to the Bondholder Representative showing the financial condition of Guarantor at the close of such fiscal year and the results of operation during such fiscal year, which financial statement shall include a balance sheet, income statement, statement of contingent liabilities, and statement of cash flows (sources and uses); (d) As soon as available, and in any event within 120 days after the end of each fiscal year of Contractor (beginning with the fiscal year ending December 31, 2015), a financial statement reviewed by accountants satisfactory to the Bondholder Representative and in a manner acceptable to the Bondholder Representative and certified by a duly authorized representative of Contractor, showing the financial condition of Contractor at the close of such fiscal year and the results of operation during such fiscal year, which financial statement shall include a balance sheet, income statement, statement of contingent liabilities, and statement of cash flows (sources and uses); and (e) If requested by the Borrower Bondholder Representative, within thirty (30) days after filing (but in no event later than 120 days from the end of that Person’s fiscal year), copies of the covenants Borrower’s, Contractor’s, and conditions contained Guarantor’s respective federal income tax returns. Each of the Borrower statements, schedules and reports required by this Section 7.8 shall be certified to be complete and accurate by an individual having authority to bind the Borrower or the Property Manager where applicable, and shall be in such form and contain such detail as the Bondholder Representative may reasonably require. If the Borrower fails to provide in a timely manner the statements, schedules and reports required by this AgreementSection 7.8, the Bondholder Representative shall have the right to have the Borrower’s books and records audited, at the Borrower’s expense, by independent certified public accountants selected by the Bondholder Representative in order to obtain such statements, schedules and reports, and all related reasonable costs and expenses of the Bondholder Representative shall become immediately due and payable. If an Event of Default has occurred and is continuing, the Borrower shall deliver to the Bondholder Representative upon written demand all books and records relating to the Project or its operation, provided, however, the Borrower can keep copies thereof. The Borrower authorizes Bondholder Representative to obtain a credit report on the Borrower at any time, at the cost of Bondholder Representative (unless an Event of Default is then continuing).

Financial Information. The Borrower will4.1 To the best knowledge of the Warrantors after due and careful inquiry, the historical financial information, together with the related schedules and will cause each Subsidiary tonotes, keep included in the Hong Kong Public Offering Documents: 4.1.1 are derived from, amongst others, records of the Group, present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Hong Kong Public Offering Documents; 4.1.2 give a true and fair view of the financial position of the Company and its books consolidated Subsidiaries at the dates indicated and the statements of account profit or loss and other comprehensive income, changes in equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; 4.1.3 have been prepared in conformity with IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board applied on a consistent basis throughout the relevant periods; 4.1.4 present fairly in accordance with generally accepted accounting principles IFRS the information required to be stated therein. 4.1.5 are accurate in all material respects and make appropriate provision for all bad and doubtful debts, all deferred or contingent or disputed liabilities, whether liquidated or unliquidated at the Borrower will furnish date thereof; (a) make appropriate provision for all consideration payable to any pension, retirement, redundancy or other employment benefit scheme subscribed by and which any member of the Group is required by applicable laws or policy to contribute (if applicable); and (b) record all material contingent liabilities of the Group which arose during the Track Record Period; and 4.1.7 make depreciation of fixed assets at rates sufficient to spread the cost over their respective estimated useful lives to the Banks (i) as soon as available and in any event within 60 days after Group. 4.2 To the close of each best knowledge of the first three quarters Warrantors after due and careful inquiry, the unaudited consolidated management accounts as of each fiscal year of the Borrower, as at the end of, and for the period commencing six months ended June 30, 2024 (and, where applicable, the notes thereto) of the Company: 4.2.1 are derived from, amongst others, records of the Group, present fairly the information shown therein; 4.2.2 give a true and fair view of the financial position of the Company and its consolidated Subsidiaries at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries dates indicated and the related unaudited combined statements of income, expenses and net marginsresults, changes in Members' equity and cash flow flows of the Borrower Company and its Consolidated consolidated Subsidiaries for the periods specified. 4.3 To the best knowledge of the Warrantors after due and careful inquiry, there has been no material adverse change in the Group’s financial or trading position, results of operation or prospects of the Group, and the Company is not aware of any material change in the general conditions in the PRC or other markets that had affected or would affect the Group’s business operations or financial conditions adversely since the Account Date up to the date of this Agreement. 4.4 To the best knowledge of the Warrantors after due and careful inquiry, no information was withheld from the Sole Sponsor for the purposes of their due diligence exercise on the Company’s financial information which would or might render any statement made being untrue, inaccurate or misleading in all material respects, and all information, representation and confirmation given to the Sole Sponsor by the Company for such quarter purposes was given in good faith, and are true and accurate in all material respects and no material fact or matter has been omitted. 4.5 To the best knowledge of the Warrantors after due and careful inquiry, the pro forma financial information of the Group and the related notes thereto and the other pro forma and as adjusted information included in the Prospectus present fairly the information shown therein, have been prepared in accordance with the Listing Rules and IFRS Accounting Standards with respect to unaudited pro forma financial information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. 4.6 Except as disclosed in the Hong Kong Public Offering Documents, no other financial statements or pro forma financial information of the Group are required by the Listing Rules to be included in the Prospectus if the relevant rules and regulations were applicable to the Prospectus. 4.7 To the best knowledge of the Warrantors after due and careful inquiry, the section entitled “Financial Information” in the Hong Kong Public Offering Documents adequately and fairly describes: 4.7.1 significant accounting policies which the Company believes are the most important in the portrayal of the Group’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (the “critical accounting policies”); 4.7.2 judgements and uncertainties affecting the application of critical accounting policies; 4.7.3 the likelihood that different amounts would be reported under different conditions or using different assumptions. 4.8 To the best knowledge of the Warrantors after due and careful inquiry, there were no off-balance sheet transactions, arrangements, and obligations that are reasonably likely to have an effect on the liquidity of the Group considered as one enterprise, or the availability thereof or the requirements of the Group for capital resources. No information was withheld from the Reporting Accountants for the purposes of their preparation of their reports contained in Appendix I to the Prospectus and their review of the Group’s pro forma financial information in Appendix II to the Prospectus, and all information given to the Reporting Accountants for such purposes was given in good faith and to the best of knowledge, information and belief of the Company after due and proper consideration, the factual contents of such reports are true and accurate in all material respects and no material fact or matter has been omitted. 4.9 To the best knowledge of the Warrantors after due and careful inquiry, no material information was withheld from the Reporting Accountants for the purposes of their review of the Group’s working capital projections which would or might render any statement made being untrue, inaccurate or misleading. The cash flow and working capital projections which form the basis of the working capital letter dated on or before the Prospectus Date prepared by the Reporting Accountants have been properly and carefully compiled by the Group; the assumptions upon which the projections are based have been made after diligent enquiry and are fair and reasonable in the context of the Group and there are no facts known or which on reasonable enquiry should have been known to the Directors which have not been taken into account in the preparation of such projections and which would have a Material Adverse Effect thereon. 4.10 To the best knowledge of the Warrantors after due and careful inquiry, the Reporting Accountants who audited the financial statements, supporting schedules and notes included in the Hong Kong Public Offering Documents are independent auditors with respect to the Group as required by the Listing Rules, the Laws of Hong Kong and the applicable rules and regulations under such Laws in compliance with the guidelines regarding independence issued by the Hong Kong Institute of Certified Public Accountants. 4.11 To the best knowledge of the Warrantors after due and careful inquiry, all estimates by the Company contained in the Hong Kong Public Offering Documents are made after due and careful consideration, are based on reasonable assumptions referred to therein and reasonable and fair expectations honestly held based on facts known to the Group or members of the Group. 4.12 Consistent accounting principles and policies have been adopted by each of the Group Companies over the period covered in the Accounts and there has been no material change thereof since the Accounts Date. 4.13 To the best knowledge of the Warrantors after due and careful inquiry, no transaction of any material importance to which any Group Company is a party has taken place which if it had taken place would have been required to be disclosed or reflected in the Accounts. 4.14 To the best knowledge of the Warrantors after due and careful inquiry, no Group Company had any material liability (whether actual, deferred, contingent or disputed) or commitment which, in accordance with IFRS, should have been disclosed or provided for in the Accounts and which has not been so disclosed or provided for. 4.15 To the best knowledge of the Warrantors after due and careful inquiry, the profits of the Group for the three years ended on the Accounts Date have not resulted from the inclusion of non- recurring items of income or expenditure, transactions entered into otherwise than on normal commercial terms or any other factors rendering such profits for all or any of such periods abnormally high or low, and no such matter or item is to the best knowledge of the Directors likely to occur after the date hereof and at any time up to the Listing Date. 4.16 To the best knowledge of the Warrantors after due and careful inquiry, all dividends or distributions declared, made or paid by each Group Company have been declared, made or paid in accordance with its articles of association/bylaws (or equivalent documents) and applicable Laws. 4.17 The Group has no present intention to discontinue or write down investments in any other businesses other than those disclosed in the Accounts, nor is any such write down, in the reasonable opinion of the Directors, required. 4.18 To the best knowledge of the Warrantors after due and careful inquiry, each Group Company has sufficient working capital with which to carry on its business, in its present form and at its present level of turnover, for the period of twelve months following the date of the Prospectus and for the portion purposes of performing all orders and obligations placed with or undertaken by it before the date of this Agreement having regard, if necessary, to existing bank balances and committed facilities. 4.19 The board memorandum dated on or before the Prospectus Date in respect of the Borrower's fiscal year ended at profit forecast of the end of such quarter, setting forth in each case in comparative form the figures Group for the corresponding quarter year ending December 31, 2024 and the corresponding portion adequacy of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity Group’s working capital and cash flow for the 12 months ending June 30, 2025 has been properly compiled by the Company on the basis of the assumptions stated therein (which have been made after due and careful enquiry and are fair, reasonable and realistic in the context of the Group), prepared after due and careful enquiry and presented on a basis consistent, in all material respects, with the basis of presentation and accounting principles and policies adopted by the Group in relation to the preparation of the accountant’s report contained in Appendix I to the Prospectus after making proper provision for all known liabilities (whether actual or contingent or otherwise); and that there are no material facts known or which could on due and careful enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of the report or the omission of which would make any statement made in such fiscal year report or any expression of opinion or intention contained or assumption made in such report misleading or deceptive in any material respect. 4.20 No material information was withheld from the Internal Control Consultant for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope purposes of their review of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the Group’s financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementreporting procedures.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Borrowers shall provide Lender (ia) as soon as available and available, but in any event within 60 one hundred twenty (120) days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous Borrowers' fiscal year and ending withyear, such quarter, unaudited combined a balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended sheet on a consolidated basis as at the end of such quarterfiscal year and the related statements of income, retained earnings and changes in cash flow for such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the previous fiscal year just closedyear, combined which shall have been reported on by independent certified public accountants who shall be reasonably satisfactory to Lender and shall be accompanied by an unqualified audit report issued by such independent certified public accountants, together with the Form 10-K submitted by Borrowers to the Securities and Exchange Commission (unless an extension has been granted by the Securities and Exchange Commission, in which case the Form 10-K shall be delivered to Lender when due to the Securities and Exchange Commission); (b) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrowers' fiscal year, a balance sheets of the Borrower and its Consolidated Subsidiaries sheet and the related combined statements of incomeincome for each business segment of Borrowers on a consolidated and consolidating (by segment) basis as at the end of each of Borrowers' fiscal years which have been internally prepared by Borrowers; (c) as soon as available, expenses but in any event within forty-five (45) days after the close of each month and net marginsquarter, the balance sheet and the related statements of income for each business segment of Borrowers on a consolidated and consolidating (by segment) basis as at the end of such month and quarter and the related statements of retained earnings and changes in Memberscash flow for each business segment of Borrowers on a consolidated basis for such month and quarter, which have been internally prepared by Borrowers, it being understood that the statements of retained earnings and cash flow will be provided only as part of the Form 10-Q submitted by Borrowers to the Securities and Exchange Commission; (d) as soon as available, but in any event within forty-five (45) days after the close of each quarter, the Form 10-Q submitted by Borrowers to the Securities and Exchange Commission (unless an extension has been granted by the Securities and Exchange Commission, in which case the Form 10-Q shall be delivered to Lender when due to the Securities and Exchange Commission); and (e) as soon as available, but in any event within five (5) Business Days after any Borrower's receipt thereof, all financial statements of SPG that are delivered to Borrowers pursuant to the terms of the SPG Loan Agreement. All financial statements required under (a), (b), (c), (d) and (e) above shall be prepared in accordance with GAAP, subject to year-end adjustments in the case of monthly and quarterly statements. Internally prepared financial statements referenced herein shall be provided on a basis consistent with current practices and formats. Together with the financial statements furnished pursuant to (a) above, Borrowers shall deliver a certificate of Borrowers' equity certified public accountants addressed to Lender stating that (i) they have caused this Agreement and the Ancillary Agreements to be reviewed and (ii) in making the examination necessary for the issuance of such financial statements, nothing has come to their attention to lead them to believe that any Event of Default exists and, in particular, they have no knowledge of any Event of Default or, if such is not the case, specifying such Event of Default and its nature, when it occurred and whether it is continuing. At the times the financial statements are furnished pursuant to (a), (b) and (c) above, a certificate of each Borrower's President or Chief Financial Officer shall be delivered to Lender stating that, based on an examination sufficient to enable him to make an informed statement, no Event of Default exists, or, if such is not the case, specifying such Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event. If any internally prepared financial information, including that required under this Section, is unsatisfactory in any reasonable manner to Lender, Lender may request that Borrowers' independent certified public accountants review same. In addition to the foregoing financial statements, Borrowers shall furnish Lender no less than thirty (30) days after the beginning of each fiscal year commencing with fiscal year 2003, a month by month projected operating budget and cash flow for such fiscal year (including an income statement for the Borrower each month and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding balance sheet as at the end of the last month in each fiscal period covered quarter), such projections to be accompanied by a certificate signed by Borrower's President or Chief Financial Officer to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements extended by and that such officer has no reason to question the Borrower or by any other Person and Guaranteed by the Borrower to any reasonableness of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to assumptions on which such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementprojections were prepared.

Financial Information. The Borrower willIn furtherance of the foregoing, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower Borrowers will furnish to Administrative Agent (or cause to be furnished to Administrative Agent) the Banks (i) as soon as available following financial information and in any event within 60 days after the close of reports with respect to each of the first three quarters of Borrower Party and/or each fiscal year of the BorrowerProject, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form and format and providing information reasonably satisfactory to Administrative Agent in its reasonable discretion: (i) within thirty (30) days after the figures end of each calendar month, (A) internally prepared monthly financial statements (including income statements and balance sheets) prepared for Borrowers and each Project which fairly present the financial condition for Borrowers and each Project for such period and year-to-date and (B) a current rent roll for each Project; (ii) within fifty (50) days after the end of each calendar quarter, (A) a detailed operating statement (showing quarterly activity and year-to-date) stating operating revenues, operating expenses and operating income, income statement, and balance sheet for the corresponding calendar quarter just ended and year-to-date for each Project, and (B) a current rent roll; (iii) [Reserved]; (iv) within sixty (60) days after the corresponding portion end of the Borrower's previous each fiscal year, all internally prepared annual financial statements prepared for each Borrower in reasonable detail accordance with GAAP (except for the absence of footnotes and certified (subject to normal year-end adjustments) as to fairness and based on an accrual basis of presentation accounting consistent with industry standards; (v) within ninety-five (95) days after the end of each fiscal year, annual consolidated audited financial statements prepared for Borrowers, each Guarantor and REIT in accordance with generally accepted accounting principles GAAP and consistency prepared by a firm of independent public accountants reasonably satisfactory to Administrative Agent, it being acknowledged by Agent that KPMG US LLP shall be deemed satisfactory; (except for changes concurred in vi) financial statements provided to any Borrower Party by the Borrower's independent certified public accountantsany Tenant under any Triple Net Project; (vii) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; within fifty (ii50) as soon as practicable and in any event within 90 days after the close end of each fiscal year of the Borrowercalendar quarter, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such internally prepared quarterly financial statements (including income statements and balance sheets) prepared for Borrowers and each Guarantor which fairly present the "Largest Members"financial condition for Borrowers and each Guarantor for such period; (viii) as to whichsuch additional information, to the knowledge and information of the Borrowerreports or statements regarding Borrowers, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) Projects and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding Guarantor as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower Administrative Agent may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, time reasonably request. All property related financial statements will contain the requested information on a Project by Project basis, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementas well as a consolidated basis.

Financial Information. The Borrower willLessee shall keep and maintain, and will cause --------------------- each Subsidiary toto keep and maintain, keep its satisfactory and adequate books of account and records in accordance with generally accepted accounting principles and GAAP (including the Borrower will inclusion of footnotes on the financial statements hereinafter described). Lessee agrees to furnish to Lessor and each of the Banks Certificate Purchasers (i) as soon as available and in any event within 60 sixty (60) days after the close end of each of the first three quarters of first, second and third quarterly accounting periods in each fiscal year of the BorrowerLessee, as at the end of, and for the period commencing at the end copies of the previous fiscal year and ending with, such quarter, unaudited combined a consolidated balance sheets sheet of the Borrower Lessee and its Consolidated Subsidiaries as of the end of such accounting period and of the related unaudited combined consolidated income and retained earnings statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower Lessee and its Consolidated Subsidiaries for such quarter and for the elapsed portion of the BorrowerLessee's fiscal year ended at with the end last day of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal yearaccounting period, all in reasonable detail and certified (subject to normal stating in comparative form the amounts for the corresponding date and period in the previous fiscal year-end adjustments) as to fairness of presentation , and all prepared in accordance with generally accepted accounting principles GAAP, subject to year end audit adjustments and consistency (except for changes concurred in certified by the Borroweran authorized financial officer of Lessee, together with an officer's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer certificate that no Default or the Controller Event of the BorrowerDefault exists hereunder; (ii) as soon as practicable available and in any event within 90 120 days after the close end of each fiscal year of the BorrowerLessee, as at the end copies of and for the fiscal year just closed, combined consolidated balance sheets of the Borrower Lessee and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period year and (z) identifying all loans which are RUS Guaranteed Loans consolidated statements of income and are outstanding retained earnings of Lessee and its Consolidated Subsidiaries for such fiscal year, in reasonable detail and stating in comparative form the figures as of the end of and for the previous fiscal period covered year prepared in accordance with GAAP and certified by such financial statements, together independent public accountants of recognized standing as may be selected by Lessee and reasonably satisfactory to the Required Certificate Purchasers; (iii) concurrently with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, financial statements furnished pursuant to the foregoing subsections (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (bi) and (d) the amount ii), a certificate of the Guaranteed Portion Chairman of the Board, President, a Vice President (whose duties are in the finance area) or Financial Officer, stating that in the opinion of the signer, based upon a review made under their supervision, no Event of Default or Default or Casualty has occurred and is continuing under any of the Operative Documents, and Lessee has performed and observed all of, and Lessee is not in default in the performance or observance of any of, the terms and covenants hereof or, if Lessee shall be in default or a Casualty shall exist, specifying all such defaults and Casualties, and the nature thereof, of which the signer of such RUS Guaranteed Loancertificate may have knowledge; (iv) concurrently with reasonable promptnesstheir being filed, mailed or delivered, as applicable, copies of all regular and periodical proxy statements, financial statements and reports which Lessee shall send or other financial reports and documents which the Borrower may make available generally to its Members shareholders, and copies of all reports on Forms 10-K, 10-Q and 8-K and all other filings and reports specifically requested by a Certificate Purchaser which Lessee or bondholders or any Subsidiary may be required to file with the Securities and Exchange CommissionCommission or any similar or corresponding governmental commission, department or an agency substituted therefor or with any securities exchange located in the United States of America; and (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting relating to the business, operations, prospects affairs and financial condition of the Borrower or any of Lessee and its Subsidiaries or any Joint Venture as any Bank may, the Certificate Purchasers may from time to time, time reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks Lenders the following information within the following time periods: (ia) as soon as available and in any event within 60 ninety (90) days after the close of each of the first three quarters of each fiscal year of the Borrower, as at (i) the end of, audited consolidated and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidating balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses income and net margins, retained earnings and of changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries Subsidiaries, for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarteryear, each in reasonable detail, each setting forth in each case in comparative form the corresponding figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal preceding year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation prepared in accordance with generally accepted accounting principles GAAP, and consistency (except for changes concurred in accompanied by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller a report and unqualified opinion of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇▇▇▇▇▇▇ & Co. .P., or other independent certified public accountants of nationally recognized standing Independent Accountant selected by the Borrower, who shall have audited Borrower and approved by the books and accounts Administrative Agent. (b) within forty-five (45) days after the end of each fiscal quarter of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrumentfinal fiscal quarter, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such unaudited consolidated and consolidating financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member statements as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans for such period then ended and are outstanding as for the period from the beginning of the current fiscal year to the end of such period, setting forth in comparative form the corresponding figures for the comparable period in the preceding fiscal year, prepared in accordance with GAAP (except that such quarterly statements need not include footnotes and subject to year-end audit adjustments) and certified by any officer described in paragraph (d) below; (c) within forty-five (45) days after the end of each fiscal month of the Borrower, for the fiscal period covered by such financial statementsmonths ending January 31, together with 2001 and February 28, 2001, and, thereafter, within thirty (a30) days after the principal amount end of each such RUS Guaranteed Loan fiscal month of the Borrower other than the final month of each fiscal quarter, unaudited consolidated and consolidating financial statements as of the end of such period and for such period then ended and for the period from the beginning of the current fiscal year to the end of such period, setting forth in comparative form the corresponding figures for the comparable period in the preceding fiscal year, prepared in accordance with GAAP (bexcept that such monthly statements need not include footnotes and subject to year-end audit adjustments) and certified by an Authorized Officer of the total amount Borrower; (d) at the time of Indebtedness incurred delivery of each quarterly and annual statement, a certificate, executed by an Authorized Officer of the Borrower, in substantially the form of Exhibit S attached hereto (the "Compliance Certificate"), and stating that such officer has caused this Credit Agreement to be reviewed and has no knowledge of any Default or Event of Default during such month or quarter or at the end of such year, or, if such officer has such knowledge, specifying each Default or Event of Default and the nature thereof, and showing compliance by the Borrower as of the date of such statement with the financial covenants set forth in Article VIII; (e) not later than 12:00 Noon on the second Business Day of each week, a certificate, to be substantially in the form of Exhibit T (the "Borrowing Base Certificate"), duly completed and Subsidiaries certified by an Authorized Officer of the Borrower, detailing the Obligors' Eligible Accounts Receivable as of the most recent date of determination (which shall be determined not less frequently than monthly) and Eligible Inventory as of each Friday of the immediately preceding week (unless the Administrative Agent requires otherwise, in its commercially reasonable judgment). Notwithstanding the foregoing, however, if (i) no Event of Default or Default exists, and (ii) Average Excess Availability is at least Fifteen Million Dollars, the Borrower, at its election, may defer the reporting of the Borrowing Base from weekly to monthly, in which event such report shall be due not later than the thirtieth (30th) day of each month (or if such day is not a Business Day, then, on the next succeeding Business Day). In addition, on the thirtieth (30th) day of each month (or if such day is not a Business Day, then on the next succeeding Business Day), the Borrower shall furnish a written report to the Lenders setting forth (i) the accounts receivable aged trial balance at the immediately preceding month end for each account debtor, aged by due date, which aging reports shall indicate which Accounts are current, up to 30, 30-to-60 and over 60 days past due and shall list the names and addresses of all applicable account debtors, (ii) a monthly accounts payable aging with such aging to be in form satisfactory to the Administrative Agent, (iii) a schedule of Inventory owned by each Obligor by location and category, in summary form, together with, on at least a quarterly basis, a detailed report in respect thereof, and (iv) a monthly report on the addition of any new locations of Inventory (including ISA Sites) and the entry into any new ISA. The Administrative Agent may, but shall not be required to, rely on each Borrowing Base Certificate delivered hereunder as accurately setting forth the available Borrowing Base for all purposes of this Credit Agreement until such time as a new Borrowing Base Certificate is delivered to the Administrative Agent in accordance herewith; Borrowing Base Certificates may be prepared and submitted to the Lenders on a more frequent basis than weekly (or, in the Administrative Agent's discretion, less frequently, but in no case less than monthly), provided, however, that such certificate complies with the requirements set forth elsewhere herein; (f) promptly upon receipt thereof, copies of all management letters and other material reports which are submitted to the Borrower by its Independent Accountant in connection with any annual or interim audit of the books of the Borrower made by such accountants; (g) as soon as practicable but, in order to fund any event, within ten (10) Business Days after the issuance thereof, copies of such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by other financial statements and reports as the Borrower shall send to its stockholders as such, and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial periodic reports and documents which the Borrower may make available be required to its Members or bondholders or file with the Securities and Exchange Commission; Commission or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding Governmental Authority; (vh) no later than the last Business Day of January during each year when this Credit Agreement is in effect, a business plan and budget for the current fiscal year of the Borrower which includes projected consolidated and consolidating balance sheets, statements of income and statements of cash flows on a monthly basis for such fiscal year, together with projections of Loan usage and excess availability for such fiscal year; (i) promptly and in any event within two (2) Business Days after obtaining knowledge or receiving notice becoming aware of the occurrence of a change (whether an increase Default or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities ofEvent of Default, or guaranteed by, a certificate of Authorized Officer of the Borrower or any of its Subsidiaries or affiliatesspecifying the nature thereof and the Obligors' proposed response thereto, a notice setting forth such changeeach in reasonable detail; and and (vij) with reasonable promptness, such other information respecting data as the business, operations, prospects and financial condition of the Borrower Administrative Agent or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, the Lenders may reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish Furnish to the Banks Lender: (ia) as soon as available and available, but in any event within 60 one hundred eighty (180) days after the close of each of the first three quarters end of each fiscal year of the Borrower, as at commencing with the end of, and for the period commencing at the end of the previous fiscal year ended March 31, 2021 and ending withcontinuing for each fiscal year thereafter, such quarter, unaudited combined (i) the audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended as at the end of such quarterfiscal year and the related consolidated statements of income, cash flows and changes in members’ equity (or comparable statement) for such year as contained in the annual report to the Investors of the Borrower and notes thereto, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail accompanied by an unqualified report and certified (subject to normal year-end adjustments) as to fairness opinion thereon of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by accountants acceptable to the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; Lender; (iib) as soon as practicable and available, but in any event within 90 thirty (30) days after the close end of each fiscal year month commencing with the fiscal month ended November 30, 2020 and continuing for each fiscal month thereafter, an unaudited consolidated balance sheet of the Borrower, Borrower as at the end of such fiscal month and the related unaudited consolidated statements of income, cash flows and changes in shareholder equity (or comparable statement) for such fiscal month setting forth the fiscal year just closedfair market value, combined balance sheets number, and volume of holdings of all underlying investments, certified by the chief financial officer, controller or other appropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its Consolidated Subsidiaries results of operation, cash flow and the related combined statements of income, expenses and net margins, changes in Members' equity financial position (subject to year-end adjustments), with all of the financial statements in the foregoing clauses (a) and cash flow for such fiscal year for the Borrower (b) to be complete and its Consolidated Subsidiaries, correct in all material respects and to be prepared in reasonable detail acceptable to the Lender and fully certified in accordance with GAAP; (without any qualification c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as to the scope matters set forth therein and (ii) a summary of performance of each Underlying Fund and Permitted Investment, including (A) each Permitted Investment’s Net Asset Value and all distributions and other payments made by such Underlying Fund or any other issuer of any Permitted Investment, and (B) all Underlying Funds and other Permitted Investments acquired during the applicable month, as applicable; (d) on the thirtieth (or, if there is no corresponding day in any applicable fiscal month, the last calendar day of such fiscal month) calendar day of each fiscal month, commencing on November 30, 2020, a current, correct and complete (i) internally prepared schedule of all Permitted Investments of the auditLoan Parties and (ii) chart of the Loan Parties’ Deposit Accounts, Securities Accounts and Commodity Accounts in substantially the form provided by ▇▇▇▇▇▇ the Borrower to the Lender prior to the Closing Date; (e) promptly upon receipt thereof, copies of all financial statements, reports and other material information and other material correspondence sent to or received by the Borrower or any other Loan Party from any Underlying Fund or any other issuer of any Permitted Investment, including notices of default, or the Borrower’s or any other Loan Party’s funding obligation to or its rights under any Underlying Fund or any other issuer of any Permitted Investment and any notice containing a reference to any alleged misconduct of the Borrower, any other Loan Party, the Investment Advisor or any of their respective Subsidiaries; (f) promptly after the execution thereof, copies of all material amendments or other material changes to the Prospectus or the Fund Policies, the Investment Management Agreement, any Investment Sub-Advisory Agreement, and any new investment advisory contract entered into after the Closing Date; and (g) promptly upon ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower’s written request, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (financial statements, reports or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived Loan Party reasonably requested by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementLender.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks (i) as soon as available and in any event within 60 days after the close of each following audited financial statements (collectively, the "AUDITED FINANCIAL STATEMENTS"): ----------------------------- (A) the audited combining balance sheets of the first three quarters Companies and Subsidiary as of each December 31, 1994, and the related audited combining statements of income and retained earnings and combining statements of cash flows of the Companies and Subsidiary for the fiscal year of then ended, including the Borrowerfootnotes and schedules thereto, as at audited by (and together with the end of, and for report of their audit) Belinkoff & ▇▇▇▇▇ CPAs; and (B) the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited audited combined balance sheets of the Borrower Companies and its Consolidated Subsidiaries Subsidiary as of December 31, 1995 and 1996, and the related audited combined statements of earnings and retained earnings and combined statements of cash flows of the Companies and Subsidiary for the fiscal years then ended, including the footnotes and schedules thereto, as audited by (and together with the report of their audit) KPMG Peat Marwick LLP; and (ii) the following unaudited financial statements (collectively, the "UNAUDITED FINANCIAL STATEMENTS"; and the Audited Financial Statements ------------------------------ and the Unaudited Financial Statements collectively, the "FINANCIAL --------- STATEMENTS"): ---------- (A) the unaudited (internally prepared) combining balance sheets of the Companies and Subsidiary as of June 30, 1997 (the "LATEST BALANCE SHEET"; and such date being the "LATEST BALANCE -------------------- -------------- SHEET DATE"), and the related unaudited (internally prepared) ---------- combined statements of income, expenses and net margins, changes in Members' equity and cash flow operations of each of the Borrower Companies and its Consolidated Subsidiaries for such quarter and subsidiary for the portion of six-month period then ended; and. (B) the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified unaudited (subject to normal year-end adjustmentsinternally prepared) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined combining balance sheets of the Borrower Companies and its Consolidated Subsidiaries Subsidiary as of September 30, 1997, and the related unaudited (internally prepared) combined statements of income, expenses operations of the Companies and net margins, changes in Members' equity and cash flow for such fiscal year Subsidiary for the Borrower nine-month period ending September 30, 1997. (b) The Audited Financial Statements (i) are true, complete and its Consolidated Subsidiariescorrect in all material respects, all in reasonable detail and fully certified (without any qualification as to ii) fairly present the scope financial position of the auditCompanies as of the dates indicated and the results of operations of the Companies for the periods indicated, (iii) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by have been prepared in accordance with GAAP consistently applied throughout the Borrower, who shall have audited periods covered thereby (except as disclosed in the notes thereto) and (iv) are in accordance with the books and accounts records of the Borrower for such fiscal year; Companies which have been maintained in a manner consistent with historical practice. (iiic) together with the financial statements referred to in clauses The Unaudited Financial Statements (i) and fairly present the financial position of the Companies as of the date indicated, (ii) above, a certificate signed by have been prepared in accordance with GAAP consistently applied throughout the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory periods covered thereby (subject to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the normal, recurring year-end of the fiscal period covered by such financial statements extended by the Borrower adjustments which are not material individually or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrumentaggregate, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount absence of a statement of cash flows, (C) the absence of any or all Indebtedness outstanding as footnote disclosures, (D) matters expressly disclosed in the Audited Financial Statements, and (E) the absence of allocations made for accruals of rail refunds, charges for split dollar life insurance expense for key employees, accrued vacation pay and accrued bonuses arising in the ordinary course of business and (iii) are in accordance with books and records of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are Companies which have been maintained in default (whether in the payment of the principal thereof or interest thereon or a manner consistent with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreementhistorical practice.

Financial Information. (a) The Borrower will, and will cause each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with generally accepted accounting principles and the principles. (b) The Borrower will (subject to the last paragraph of this Section 5.03) furnish to the Banks Administrative Agent for distribution to the Banks: (i) as soon as available and in any event within 60 days after the close of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries Entities and the related unaudited combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries Entities for such quarter and for the portion of the Borrower's ’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's ’s previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles in all material respects and consistency (except for changes concurred in by the Borrower's ’s independent certified public accountants) by the Chief Executive Officer, the Chief Financial Officer, the GovernorTreasurer, an Assistant Secretary-Treasurer or the Controller of the Borrower; ; (ii) as soon as practicable and in any event within 90 the earlier of (i) two Domestic Business Days after filing with the Securities and Exchange Commission and (ii) 120 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined consolidated balance sheets of the Borrower and its Consolidated Subsidiaries Entities and the related combined consolidated statements of income, expenses and net marginsoperations, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated SubsidiariesEntities, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Deloitte & Co. Touche LLP or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; ; (iii) together with the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements reports (including Current Reports on Form 8-K) filed with, or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with furnished to, the Securities and Exchange Commission; ; (viv) promptly after obtaining knowledge the public announcement of, or promptly after receiving a written notice of of, a change (whether an increase or decrease) in any rating issued by either S&P or M▇▇▇▇’▇'▇ , solely to the extent that the Borrower is then under an existing contract with such agency for the provision of ratings information pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and and (viv) with reasonable promptness, such other information respecting the business, operations, prospects operations and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement. Reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 shall be deemed to have been delivered on the date on which the Borrower posts such reports or financial information on the Borrower’s website (w▇▇.▇▇▇▇▇▇.▇▇▇) or at such other website as may be notified to the Administrative Agent and the Banks or when such reports or financial information are posted on the SEC’s website at w▇▇.▇▇▇.▇▇▇; provided, that the Borrower shall notify the Administrative Agent of any such posting; and provided further that the Borrower shall deliver paper copies of the reports or financial information required to be delivered pursuant to clauses (b)(i), (b)(ii) and (b)(iii) of this Section 5.03 to the Administrative Agent, if so requested by any Bank to the Administrative Agent, until written notice to cease delivering such paper copies is given by such Bank to the Administrative Agent.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish deliver to the Banks Facility Agent: (i) as soon as available but not later than one hundred and in any event within 60 fifty (150) days after the close of each of the first three quarters end of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end complete copies of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets consolidated financial reports of the Borrower and its Consolidated Subsidiaries and (together with a Compliance Certificate signed by the related unaudited combined statements Chief Financial Officer of incomethe Borrower), expenses and net marginsall in reasonable detail, changes in Members' equity and cash flow which shall include at least the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion as of the Borrower's fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter year and the corresponding portion related consolidated income statement and statement of the Borrower's previous fiscal cash flows for such year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; which shall be audited reports; (ii) as soon as practicable and in any event within 90 available but not later than sixty (60) days after the close end of each of the first three Quarter Dates of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined a quarterly interim consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries and the related combined statements consolidated income statement and statement of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for flows (together with a Compliance Certificate signed by the Borrower and its Consolidated SubsidiariesChief Financial Officer of the Borrower), all in reasonable detail detail, unaudited, but certified to be true and fully certified (without any qualification as to complete by the scope chief financial officer of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; ; (iii) together with as soon as available but not later than thirty (30) days after the financial statements referred to in clauses (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller beginning of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the each fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information year of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to consolidated budget and cash flow projections for such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information year of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; ; (iv) with reasonable promptnesswithin ten (10) days of the Borrower’s receipt thereof, copies of all regular and periodical financial statements audit letters or other correspondence from any external auditors including material financial reports and documents which information in respect of the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; Borrower; (v) promptly after obtaining knowledge or receiving notice upon any such dispatch, copies of a change (whether an increase or decrease) in any rating issued all documents dispatched by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of to its Subsidiaries or affiliates, a notice setting forth such changecreditors generally; and and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the performance Creditors may from time to time request, certified (other than with regards to forecasts and observance projections) to be true and correct copies thereof by the Borrower chief financial officers of the covenants and conditions contained in this Agreement.Borrower;

Financial Information. The (a) Borrower willhas previously delivered to Banks the Pre-Closing Date Projections, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks which (i) as soon as available give effect to the Delta/Laramie Transaction and accurately reflect all adjustments required to be made to give effect to the Delta/Laramie Transaction, (ii) have been prepared in any event within 60 days after the close of each of the first three quarters of each fiscal year of the good faith by Borrower, based on the assumptions stated therein (which assumptions are believed by the Credit Parties on the Closing Date to be reasonable) and (iii) present fairly, in all material respects the pro forma consolidated financial position and results of operations of Borrower as at the end of, of such date and for such periods, assuming the period commencing at Delta/Laramie Transaction occurs on the date assumed in such projections. (b) The Pro Forma Opening Statements (i) give effect to the Delta/Laramie Transaction and accurately reflect all adjustments required to be made to give effect to the Delta/Laramie Transaction, (ii) have been prepared in good faith by Borrower, based on the assumptions stated therein (which assumptions are believed by the Credit Parties on the Closing Date to be reasonable) and (iii) present fairly, in all material respects the pro forma consolidated financial position and results of operations of Borrower as of such date and for such periods, assuming the Delta/Laramie Transaction occurs on the date assumed in such projections. (c) The most recent annual audited consolidated balance sheet of Borrower and the related consolidated statements of operations and cash flows for the Fiscal Year then ended, copies of which have been delivered to each Bank, fairly present, in conformity with GAAP, the consolidated financial position of Borrower as of the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower Fiscal Year and its Consolidated Subsidiaries consolidated results of operations and cash flows for such Fiscal Year. (d) The most recent quarterly unaudited consolidated balance sheet of Borrower delivered to Banks, and the related unaudited combined consolidated statements of income, expenses and net margins, changes in Members' equity operations and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and flows for the portion of the Borrower's fiscal year ended at the end of such quarter’s Fiscal Year then ended, setting forth fairly present, in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance conformity with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the fiscal year just closed, combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such fiscal year; (iii) together GAAP applied on a basis consistent with the financial statements referred to in clauses Section 7.4, the consolidated financial position of Borrower as of such date and its consolidated results of operations and cash flows for such portion of Borrower’s Fiscal Year. (e) Since the date on which Borrower was duly formed as a limited liability company under the laws of the State of Delaware, there has been no material adverse change in the assets, liabilities, financial position, results of operations or prospects of Borrower, individually, or the Credit Parties, taken as a whole. Notwithstanding anything to the contrary contained herein, Borrower shall not be required to make, or be deemed to have made, the representations and warranties set forth (i) and (ii) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding foregoing clause (b) and prior to the deliver by Borrower of the Pro Forma Opening Statements to Banks, (ii) in the foregoing clause (c) until the first date on which any audited annual financial statements are delivered by Borrower pursuant to Section 8.1(a), or (iii) in the foregoing clause (d) until the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical first date on which unaudited quarterly financial statements or other financial reports and documents which the are delivered by Borrower may make available pursuant to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementSection 8.1(b).

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Banks shall provide Lender (ia) as soon as available and available, but in any event within 60 ninety (90) days after the close end of each of the first three quarters of each fiscal year of the Borrower, as at the end of, and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the portion of the Borrower's fiscal year ended years, the balance sheet of Vista and its Subsidiaries on a Consolidated Basis together with consolidating schedules as at the end of such quarterfiscal year and the related statements of income, retained earnings and changes in cash flow of Vista and its Subsidiaries on a Consolidated basis together with consolidating schedules for such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation in accordance with generally accepted accounting principles and consistency (except for changes concurred in by the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the previous fiscal year just closedyear, combined which shall have been reported on by independent certified public accountants who shall be satisfactory to Lender and shall be accompanied by an audit report issued by such independent certified public accountants which report with respect to Borrower shall be unqualified; (b) as soon as available, drafts of Borrower's balance sheets sheet as at the end of the Borrower and its Consolidated Subsidiaries each of Borrower's fiscal years and the related combined statements of income, expenses retained earnings and net margins, changes in Members' equity and cash flow for such fiscal year for year, which have been internally prepared by Borrower; (c) as soon as available, but in any event within thirty (30) days after the Borrower close of each month, the balance sheet as at the end of such month and its Consolidated Subsidiariesthe related statements of income, all retained earnings and changes in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or other independent certified public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower cash flow for such fiscal month, which have been internally prepared by Borrower. All financial statements required under (a), (b) and (c) above shall be prepared in accordance with GAAP, subject to year; (iii) together -end adjustments in the case of monthly statements. Together with the financial statements referred furnished pursuant to in clauses (a) above, Borrower shall deliver a certificate of Borrower's certified public accountants addressed to Lender stating that (i) they have caused this Agreement and the Ancillary Agreements to be reviewed and (ii) in making the examination necessary for the issuance of such financial statements, nothing has come to their attention to lead them to believe that any Event of Default or Incipient Event of Default exists and, in particular, they have no knowledge of any Event of Default or Incipient Event of Default or, if such is not the case, specifying such Event of Default or Incipient Event of Default and its nature, when it occurred and whether it is continuing. At the times the financial statements are furnished pursuant to (a), (b) and (c) above, a certificate signed by the Governor, the of Borrower's President or Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower, in such detail as Officer shall be reasonably satisfactory delivered to Lender stating that, based on an examination sufficient to enable him to make an informed statement, no Event of Default or Incipient Event of Default exists, or, if such is not the Required Bankscase, (x) identifying (A) all Indebtedness outstanding as at specifying such Event of Default or Incipient Event of Default and its nature, when it occurred, whether it is continuing and the end of the fiscal period covered steps being taken by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to which, to the knowledge and information of the Borrower, the Member is in default (whether in the payment of the principal thereof or interest thereon or with respect to such event. If any material covenant or agreement contained internally prepared financial information, including that required under this paragraph is unsatisfactory in any instrumentmanner to Lender, mortgage or agreement evidencing or relating to such Indebtedness) and specifying whether such default has been waived by the Borrower or such other Person and the nature and status of each such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the knowledge and information of the Lender may request that Borrower, Members other than the Largest Members are in default (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (y) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies of all regular and periodical financial statements or other financial reports and documents which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any rating issued by S&P or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect to the performance and observance by the Borrower of the covenants and conditions contained in this Agreement's independent certified public accountants review same.

Financial Information. The Borrower will, and will cause each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will Tenant shall furnish to the Banks Landlord: (ia) as As soon as available and in any event within 60 forty-five (45) days after the close end of each of the first three quarters of quarterly accounting period in each fiscal year of Tenant, copies of a consolidated balance sheet of Tenant and its consolidated subsidiaries as of the Borrowerlast day of such quarterly accounting period, as at and copies of the end of, related consolidated statements of income and of changes in shareholders' equity and in financial position of Tenant and its consolidated subsidiaries for such quarterly accounting period and for the period commencing at the end of the previous fiscal year and ending with, such quarter, unaudited combined balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited combined statements of income, expenses and net margins, changes in Members' equity and cash flow of the Borrower and its Consolidated Subsidiaries for such quarter and for the elapsed portion of the Borrower's current fiscal year ended at with the end last day of such quarterquarterly fiscal year ended with the last day of such quarterly accounting period, setting forth all in each case reasonable detail and with appropriate notes, if any, and stating in comparative form the figures for the corresponding quarter dates and periods in the corresponding portion previous fiscal year, all prepared in accordance with the generally accepted accounting practice consistently applied, certified as complete and correct in all material respects by the chief financial officer of Tenant (subject to year-end audit adjustments), and otherwise in form satisfactory to Landlord; (b) As soon as available and in any event within ninety (90) days after the end of each fiscal year of Tenant, copies of a consolidated balance sheet of Tenant and its consolidated subsidiaries as of the Borrower's previous end of such fiscal year, and copies of the related consolidated statements of income and of changes in shareholders' equity and in financial position of Tenant and its consolidated subsidiaries for such fiscal year, all in reasonable detail and certified (subject to normal year-end adjustments) as to fairness of presentation with appropriate notes, if any, and all prepared in accordance with generally LOT B accepted accounting principles practice consistently applied and consistency (except for changes concurred stating in by comparative form the Borrower's independent certified public accountants) by the Chief Financial Officer, the Governor, an Assistant Secretary-Treasurer or the Controller corresponding figures as of the Borrower; (ii) as soon as practicable and in any event within 90 days after the close of each fiscal year of the Borrower, as at the end of and for the previous fiscal year just closedyear, combined balance sheets of the Borrower and its Consolidated Subsidiaries accompanied by an opinion or report thereon, in scope and the related combined statements of incomesubstance satisfactory to Landlord, expenses and net margins, changes in Members' equity and cash flow for such fiscal year for the Borrower and its Consolidated Subsidiaries, all in reasonable detail and fully certified (without any qualification as to the scope of the audit) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Company or such other firm of independent certified public accountants of nationally recognized standing in the financial community as may be selected by Tenant and reasonably acceptable to Landlord and otherwise in a form satisfactory to Landlord; (c) Notwithstanding the Borrowerrequirements set forth in Paragraphs 17.1(a), who 17.1(b) and 17.1(d), Tenant need not comply with such requirements if the stock of Tenant is traded on the New York Stock Exchange, or Tenant shall have audited be required to file periodic reports with the books Securities and accounts Exchange Commission under the Securities Exchange Act of 1934, as amended, but Tenant shall be required to deliver to Landlord all financial information and reports as are sent to Tenant's shareholders at the Borrower for same time as such fiscal year; information or reports are sent to Tenant's shareholders. (iiid) together Concurrently with each of the financial statements referred to in clauses (ifurnished pursuant to-Subparagraphs 17.1(a) and (iior 17.1(b) above, a certificate signed by the Governor, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller chief financial officer of the Borrower, in such detail as shall be reasonably satisfactory to the Required Banks, (x) identifying (A) all Indebtedness outstanding as at the end of the fiscal period covered by such financial statements extended by the Borrower or by any other Person and Guaranteed by the Borrower to any of the forty Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as at the end of the fiscal period covered by such financial statements (the "Largest Members") as to whichTenant, to the knowledge effect that in the opinion of such officer, based upon a review made under his or her supervision, Tenant has performed and information of the Borrowerobserved all of, the Member and is not in default (whether in the payment performance or observance of any of, its obligations under this Lease (or, if such be not the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrumentcase, mortgage or agreement evidencing or relating to specifying all such Indebtedness) defaults and specifying whether such default has been waived by the Borrower or such other Person failures, and the nature and status thereof, of each which such default not so waived and (B) the aggregate amount of all Indebtedness outstanding as of the end of the fiscal period covered by such financial statements as to which, to the officer may have knowledge and information of the Borrower, Members other than the Largest Members are action proposed to be taken in default respect thereof); (whether in the payment of the principal thereof or interest thereon or with respect to any material covenant or agreement contained in any instrument, mortgage or agreement evidencing or relating to such Indebtedness), (ye) identifying the ten Members with the largest amount of Indebtedness to (or Guaranteed by) the Borrower outstanding as of the end of the fiscal period covered by such financial statements, together with the principal amount of such Indebtedness outstanding with respect to each such Member as of the end of such fiscal period and (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of the end of the fiscal period covered by such financial statements, together with (a) the principal amount of each such RUS Guaranteed Loan as of the end of such fiscal period, (b) the total amount of Indebtedness incurred by the Borrower and Subsidiaries of the Borrower in order to fund such RUS Guaranteed Loan, (c) the total interest expense incurred during such fiscal period by the Borrower and Subsidiaries of the Borrower in connection with the Indebtedness referred to in preceding clause (b) and (d) the amount of the Guaranteed Portion of such RUS Guaranteed Loan; (iv) with reasonable promptness, copies Copies of all regular and periodical financial statements periodic reports or other financial reports and documents which the Borrower may Tenant shall make available or be required to its Members or bondholders or file with (i) the Securities and Exchange Commission; Commission or (vii) promptly after obtaining knowledge any other federal or receiving notice of a change (whether an increase state regulatory agency or decrease) in with any rating issued by S&P municipal or ▇▇▇▇▇'▇ pertaining to any securities of, or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (vi) with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Borrower or any of its Subsidiaries or any Joint Venture as any Bank may, from time to time, reasonably request, including, without limitation, with respect local body which relate to the performance and observance by the Borrower of the covenants and conditions contained in this AgreementLeased Premises.