Common use of Financial Information Clause in Contracts

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest The Lead Arrangers shall cause to be delivered to have received (i) the Owner Trusteeaudited combined carve out balance sheets of the Targets as of December 31, 2016 and 2017 and for the Owner Lessor, the Owner Participantcorresponding prior Fiscal Years, and the related audited combined carve out statements of operations, cash flows and stockholder’s equity for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters Years in the two (2) year period ended December 31, 2017 and for the corresponding prior Fiscal Years, in each case, as adjusted to reflect the difference between the Targets and the Business (as defined in the Eagle Acquisition Agreement), (ii) the audited carve out combined balance sheet of the Targets as of December 31, 2018, and the related audited combined carve out statement of operations, cash flows and stockholder’s equity for the Fiscal Year ending December 31, 2018, in each case, as adjusted to reflect the difference between the Targets and the Business, (iii) the unaudited combined carve out balance sheet of the Targets as of the last day of, and the related unaudited combined carve out statement of operations for, each Fiscal Year Quarter (or, in the case of Midwestthe Fiscal Quarter ended September 30, 2018, for the nine-month period ended on such date), other than the fourth Fiscal Quarter in any Fiscal Year, ending at least 45 days prior to the Closing Date (beginning with the Fiscal Quarter ended September 30, 2018), in each case, as adjusted to reflect the difference between the Targets and the Business, (iv) audited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and related consolidated statements of income operations of the Borrower and cash flows of Midwest its Subsidiaries (which will include results for its Consolidated Subsidiariesprior to giving effect to the Transactions) for such the Fiscal Year ended December 31, 2018 and (v) unaudited consolidated balance sheets and related consolidated statements of operations of the Borrower and its subsidiaries (prior to giving effect to the Transactions) for, each Fiscal Quarter, other than the fourth Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of ending at least 50 days prior to the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; Closing Date (c) as soon as available, one copy of any documents filed by Midwest beginning with the Securities and Exchange Commission or any successor agency pursuant to Section 13(aFiscal Quarter ending December 31, 2018), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall The Borrower will, and will cause to be delivered each Subsidiary to, keep its books of account in accordance with generally accepted accounting principles and the Borrower will furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: Banks (ai) as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three Fiscal Quarters quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as fiscal year of the Borrower, as at the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter of, and for the period commencing at the end of the previous Fiscal Year fiscal year and ending with 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 Fiscal Quarter; 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 (bsubject 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 available practicable and in any event within one-hundred-and-twenty (120) 90 days after the close of each fiscal year of the Borrower, as at the end of each Fiscal Year of Midwestand for the fiscal year just closed, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated combined balance sheets of Midwest 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 Year fiscal period and consolidated statements (z) identifying all loans which are RUS Guaranteed Loans and are outstanding as of income and cash flows the end of Midwest or the fiscal period covered by such Fiscal Yearfinancial statements, and accompanied 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 opinion Borrower and Subsidiaries of KPMG LLP or other internationally recognized independent auditors selected by Midwestthe Borrower in order to fund such RUS Guaranteed Loan, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availablethe 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, one copy copies of any all regular and periodical financial statements or other financial reports and documents filed by Midwest which the Borrower may make available to its Members or bondholders or file with the Securities and Exchange Commission Commission; (v) promptly after obtaining knowledge or receiving notice of a change (whether an increase or decrease) in any successor agency pursuant to Section 13(a), 13(c), 14 rating issued by S&P or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇'▇ 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) or similar public electronic database; (d) within ten (10) Business Days after each anniversary with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Plan Effective DateBorrower or any of its Subsidiaries or any Joint Venture as any Bank may, a certificate from Midwest’s insurers or insurance agents evidencing that time to time, reasonably request, including, without limitation, with respect to the insurance policies in place satisfy performance and observance by the requirements Borrower of the Operative Documents; (e) as soon as possible covenants and conditions contained in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethis Agreement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The Company shall, from the date hereof until the Closing Date, prepare and deliver to Parent, (i) as soon promptly as available reasonably practicable and in any event within sixty no later than seventy-five (6075) calendar days after the end of each any fiscal quarter, the unaudited balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) SpinCo as of the end of such Fiscal Quarter fiscal quarter and consolidated the related unaudited statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) SpinCo for such Fiscal Quarter and fiscal quarter, together with comparable financial statements for the period commencing at the end corresponding periods of the previous Fiscal Year prior fiscal years, in each case, to the extent required to be included or incorporated by reference in the Parent Registration Statement (including the Proxy Statement), (collectively, the “Subsequent Unaudited SpinCo Financial Statements”) and ending with the end of such Fiscal Quarter; (bii) if necessary, as soon promptly as available reasonably practicable and in any event within no later than one-hundred-and-twenty hundred (120100) calendar days after the end of each Fiscal Year any fiscal year, the audited balance sheet of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest SpinCo as of the end of such Fiscal Year fiscal year of SpinCo and consolidated the related audited statements of income and cash flows of Midwest or SpinCo for such Fiscal Yearfiscal year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated 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 (including the Proxy Statement) (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 Period SpinCo Financial Statements shall be prepared from the books and records of the Company and SpinCo and in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the applicable rules and regulations of the SEC, including the requirements of Regulation S-X. When delivered, the Subsequent Period SpinCo Financial Statements shall present fairly in all material respects the financial position and results of operations of SpinCo as of the dates and for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;shown therein. (cb) as soon as availableDuring the Interim Period and from and after the Closing, one copy the Company shall use its reasonable best efforts, in connection with the filing of any documents filed by Midwest applicable SEC filings, to cooperate with Parent to prepare pro forma financial statements that comply with the Securities rules and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except SEC to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Datarequired for SEC filings, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy including the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.Regulation S-X.

Financial Information. Midwest Guarantor shall cause to be delivered to provide Buyer with the Owner Trustee, the Owner Lessor, the Owner Participant, following financial and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteereporting information: (a) as soon as available and in any event within sixty forty-five (6045) days after the end of each of the first three Fiscal Quarters quarterly fiscal periods of each Fiscal Year fiscal year of MidwestGuarantor and its consolidated Subsidiaries, the unaudited, consolidated balance sheets of Midwest (which will include results for Guarantor and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter period and the related unaudited, consolidated statements of income and retained earnings and of cash flows of Midwest (which will include results for Guarantor and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter period and for the period commencing at the end portion of the previous Fiscal Year and ending with fiscal year through the end of such Fiscal Quarterperiod, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, 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 accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (b) as soon as available and in any event within one-hundred-and-twenty ninety (12090) days after the end of each Fiscal Year fiscal year of Midwest, Guarantor commencing with the 2013 Fiscal Yearfiscal year ending December 31, a copy 2007, the consolidated financial statement of the annual audited report for such Fiscal Year for Midwest, including therein Guarantor and its consolidated balance sheets of Midwest Subsidiaries as of at the end of such Fiscal Year 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, accompanied by an opinion thereon of Midwest independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or such Fiscal Yeargoing concern, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such said annual consolidated financial statements fairly present fairly the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries as at the end of, and for, such fiscal year in all material respects the financial position for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior periods;GAAP; and (c) as soon as availableWithin five (5) business days after Buyer’s request made at any time or from time to time, one copy of any documents filed by Midwest with the Securities such other reports and Exchange Commission or any successor agency pursuant financial information relating to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent Guarantor that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change is in the terms, coverage or amounts possession of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeGuarantor as Buyer may reasonably request.

Financial Information. Midwest Lessee shall cause deliver to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: Lessor within ninety (a) as soon as available and in any event within sixty (6090) days after the 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 first three Fiscal Quarters fiscal 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 each Fiscal Year any audited financial reports of MidwestLessee which may be prepared, promptly after they become available. Notwithstanding the foregoing, (i) so long as Lessee’s financial reports are consolidated balance sheets with the financial reports of Midwest 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 (which will include results for its Consolidated Subsidiariesii) as in the 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 such Fiscal Quarter and consolidated statements Lessee’s first fiscal year ending during the first (1st) Lease year of income and cash flows this Lease, a written statement of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and total annual gross sales from the business located on the Property for the period commencing at last three (3) fiscal years of Lessee ending on the end of the previous Fiscal Year and ending with the end last day of such Fiscal Quarter; fiscal year; (bii) as soon as available and in any event thereafter within one-hundred-and-twenty sixty (12060) days after of the end of each Fiscal Year of Midwest, commencing with Lessee’s fiscal years during the 2013 Fiscal YearTerm of this Lease, a copy written statement of total annual gross sales from the annual audited report business located on the Property for the last fiscal year of Lessee ending on the last day of such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as fiscal year; and (iii) within sixty (60) days of the end of such Fiscal Year 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 consolidated statements 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 income and cash flows of Midwest interests in, one or such Fiscal Year, and accompanied by the opinion of KPMG LLP more Persons or other internationally recognized independent auditors selected 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 Midwestor represent a direct or indirect interest in whole or in part in any of the assets, which report shall state that rights or properties described in, in one or more Persons or arrangements holding such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availableassets, one copy of any documents filed by Midwest with the Securities and Exchange Commission rights or properties, or any successor agency pursuant to Section 13(aof them (collectively, the “Securities”), 13(c)whether any such Securities are privately or publicly offered and sold, 14 or 15(d) rated or unrated (or any successor sections) combination of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities which actions and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies transactions described in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains both clauses (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or and (ii) knowledge of (A) the occurrencein this paragraph, notice of whether proposed or completed, are referred to in this Lease as a “Securitization”). Lessee shall reasonably cooperate with Lessor and any cancellationdirect or indirect participant or investor in a proposed or completed Securitization, notice of threatened with respect to all reasonable requests and due diligence procedures and to use reasonable efforts to facilitate such Securitization, including, without limitation, providing for inclusion in any prospectus or potential cancellation or (B) any other Securities offering material change in the termssuch documents, coverage or amounts of any policy of insurance financial and other data, and other information and materials which would result 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 such policy deviating from Prudent Industry Practiceconnection with the performance of its obligations under this Section. The provisions of Section 18.05 shall be applicable to the financial information provided by Lessee to Lessor pursuant to this Section 9.03.

Financial Information. Midwest shall cause Tenant hereby covenants and agrees to be delivered deliver to Landlord the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: following: (a1) as soon as available and in any event within sixty (60) 90 days after the end of each fiscal year of Tenant and Guarantor, consolidated statements of income, retained earnings and cash flows of Tenant and Guarantor for such fiscal year and the first three Fiscal Quarters of each Fiscal Year of Midwest, related consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of at the end of such Fiscal Quarter and fiscal year, setting forth in each case in comparative form the corresponding consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and figures for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearpreceding fiscal year, and accompanied by the an opinion thereon of KPMG LLP or other internationally independent certified public accountants of recognized independent auditors selected by Midwestnational standing, which report 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 of, and for, such fiscal year in accordance with generally accepted accounting principles; (2) within 45 days after the 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 period 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 to 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, an income and expense statement detailing all material respects 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 position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities condition and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) results of the Securities Exchange Act operations of 1934, as amended (the “Exchange Act”) except Tenant and Guarantor. Notwithstanding anything contained in this section to the extent contrary, Landlord agrees that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar ▇ & Company, P.C. shall be deemed for the purposes of this section to be independent certified public electronic database; (d) within ten (10) Business Days after each anniversary accountants of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicerecognized national standing.

Financial Information. Midwest shall cause The Company will furnish to be delivered to each Major Holder or transferee thereof under Section 1.14 the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing reports: (a) as As soon as available practicable after the end of each fiscal year, and in any event within sixty one hundred twenty (60120) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestthereafter, consolidated balance sheets of Midwest (which will include results for the Company and its Consolidated Subsidiaries) subsidiaries, if any, as of the end of such Fiscal Quarter fiscal year, and consolidated statements of income and cash flows of Midwest (which will include results for the Company and its Consolidated Subsidiaries) subsidiaries, if any, for such Fiscal Quarter year, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the period commencing at previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the end of Company and approved by the previous Fiscal Year and ending with the end of such Fiscal QuarterBoard; (b) as As soon as available practicable after the end of each quarter, and in any event within oneforty-hundred-and-twenty five (12045) days after thereafter (other than the end last calendar month of each Fiscal Year of Midwestfiscal year), commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein unaudited consolidated balance sheets of Midwest the Company and its subsidiaries, if any, as of the end of such Fiscal Year the quarter, and unaudited consolidated statements of income and cash flows of Midwest or the Company and its subsidiaries, if any, for such Fiscal Yearquarter, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsand setting forth in each case in comparative form the figures for the same quarter one year earlier; provided that footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the principal financial or accounting officer of the Company; (c) as As soon as availablepracticable after the end of each month, one copy and in any event within thirty (30) days thereafter (other than the last calendar month of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(aeach fiscal year), 13(c), 14 or 15(d) (or any successor sections) unaudited consolidated balance sheets of the Securities Exchange Act of 1934Company and its subsidiaries, if any, as amended (of the “Exchange Act”) except to end of the extent month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with generally accepted accounting principles applied on a consistent basis and setting forth in each case in comparative form the figures for the same month one year earlier; provided that such documents are made publicly available via footnotes and schedule disclosure appearing in audited financial statements shall not be required, all in reasonable detail and signed by the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) principal financial or similar public electronic databaseaccounting officer of the Company; (d) within ten As soon as practicable, but in any event at least thirty (1030) Business Days after days prior to the beginning of each anniversary of the Plan Effective Datefiscal year, a certificate from Midwest’s insurers or insurance agents evidencing that budget for the insurance policies in place satisfy the requirements of the Operative Documents; (e) next fiscal year, prepared on a monthly basis, and, as soon as possible prepared, any other updated or revised budgets for such fiscal year prepared by the Company and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of approved by the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeBoard.

Financial Information. Midwest The Borrower shall cause promptly furnish to be delivered each Lender, all such financial information as the Agent shall reasonably request. Without limiting the foregoing, the Borrower will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, audited consolidated balance sheets, and income statements, cash flow statements and changes in stockholders’ equity for the Borrower and its consolidated Subsidiaries for such Fiscal Year, and the accompanying 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 of the first three Fiscal Quarters of each Fiscal Year of Midwestmonth, unaudited consolidated balance sheets of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter month, and unaudited consolidated income statements of income and cash flows of Midwest (which will include results flow statements for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter month and for the period commencing 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 period for the prior Fiscal Year and for the Borrower’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 accordance with GAAP and 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) With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants 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) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and within thirty (30) days after the end of each month, a certificate of the chief 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 the previous Fiscal Year and ending with the end for each month of such Fiscal Quarter;Year. (bf) as Promptly after filing with the PBGC and the IRS, a copy of each annual report and, upon Agent’s request, such other filings filed with respect to each Plan of the Borrower. (g) As soon as available and available, but in any event within onenot later than forty-hundred-and-twenty five (12045) days after the end of each Fiscal Year of MidwestQuarter, commencing with the 2013 Fiscal Year, a copy of the annual audited report unaudited consolidated financial statements for such Fiscal Year for MidwestQuarter, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis form consistent with prior periods; (c) as soon as available, one copy of any documents Borrower’s Form 10-Q quarterly report filed by Midwest with the Securities and Exchange Commission for the Fiscal Quarter ending February 28, 2003. Promptly upon the filing thereof, Borrower shall notify Agent if any reports or other documents have been filed by the Borrower or any successor agency pursuant to Section 13(a)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, 13(c)notices, 14 or 15(d) (statements sent or received by the Borrower or any successor sections) 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 Subsidiary or of any Debt of the Borrower or any of its Subsidiaries registered under the Securities Exchange Act of 19341933 or to or from the trustee under any indenture under which the same is issued. (h) As soon as available, but in any event 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 amended (applicable, copies of any and all proxy statements, financial statements, and reports which the “Exchange Act”) except Borrower makes available to the extent its shareholders; provided, that if any such documents materials are made publicly available via electronically as a filing with the Securities and Exchange Commission’s Electronic Data, GatheringBorrower 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, Analysis and Retrieval 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 similar public electronic database;more frequently if requested by Agent, a Borrowing Base Certificate together with supporting information in accordance with Section 9 of the Security Agreement. (dl) within ten (10) Business Days after On each anniversary date of the Plan Effective DateClosing Date and at any other time as Agent shall request so long as an Event of Default has occurred and is continuing, a certificate 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 Midwest’s insurers or insurance agents evidencing that time to time reasonably request regarding the insurance policies in place satisfy the requirements financial and business affairs of the Operative Documents; (e) as soon as possible and in Borrower or any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSubsidiary.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Within 120 days after the 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 soon of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the 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 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 the Borrower as available of the end of and for such year in any event within sixty accordance with GAAP. (60b) Within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of Midwestthe Borrower, the Borrower shall furnish to the Lender, the Borrower’s consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) sheet as of the end of such Fiscal Quarter fiscal quarter, the related consolidated statement of operations for such fiscal quarter and consolidated statements the then elapsed portion of income 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 cash flows of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, consolidated Subsidiaries on a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest basis as of the end of and for such Fiscal Year fiscal quarter and consolidated statements such portion of income the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and cash flows the absence of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;certain footnotes. (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency Documents required to be delivered pursuant to Section 13(a), 13(c), 14 or 15(dclauses (a) and (or any successor sectionsb) of the Securities Exchange Act of 1934, as amended this Section 7.02 (the “Exchange Act”) except to the extent that any such documents are made publicly included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date on which such documents are filed with the SEC, and available via on the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary ▇ website of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSEC.

Financial Information. Midwest shall cause Deliver to the Facility Agent with sufficient copies for the Lenders to be delivered distributed to the Owner Trustee, Lenders by the Owner Lessor, Facility Agent promptly upon the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteereceipt thereof: (ai) as soon as available available, but not later than ninety (90) days after the 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 any event within sixty 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; (60ii) as soon as available, but not less than forty-five (45) days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of Midwestthe Guarantor, consolidated a quarterly interim balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as and profit and loss statements of the end Guarantor and its Subsidiaries and the related profit and loss statements and sources and uses of such Fiscal Quarter funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for complete by the period commencing at the end chief financial officer of the previous Fiscal Year and ending with the end of such Fiscal QuarterGuarantor; (biii) as soon as available and in any event within one-hundred-and-twenty (120) days after promptly upon the end of each Fiscal Year of Midwest, commencing with mailing thereof to the 2013 Fiscal Year, a copy shareholders of the annual audited report for such Fiscal Year for MidwestGuarantor, including therein consolidated balance sheets copies of Midwest as of all financial statements, reports, proxy statements and other communications provided to the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsGuarantor's shareholders; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (div) within ten (10) Business Days after each anniversary days of the Plan Effective DateGuarantor's receipt thereof, a certificate copies of all audit letters or other correspondence from Midwest’s insurers or insurance agents evidencing that the insurance policies any external auditors including material financial information in place satisfy the requirements respect of the Operative Documents;Guarantor and its Subsidiaries; and (ev) such other 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 soon as possible the Facility Agent may from time to time reasonably request, certified to be true and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge complete by the chief financial officer of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.Guarantor;

Financial Information. Midwest Tenant shall cause furnish to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLandlord: (a) as As soon as available and in any event within sixty (60) 45 days after the end of each quarterly accounting period in each fiscal year of the first three Fiscal Quarters Tenant, copies of each Fiscal Year of Midwest, a consolidated balance sheets sheet of Midwest (which will include results for Tenant and its Consolidated Subsidiaries) consolidated subsidiaries as of the end last day of such Fiscal Quarter quarterly accounting period, and copies of the related consolidated statements of income and cash flows of Midwest (which will include results for changes in shareholders’ equity and in financial position of Tenant and its Consolidated Subsidiaries) consolidated subsidiaries for such Fiscal Quarter quarterly accounting period and for the period commencing at the end elapsed portion of the previous Fiscal Year and ending current fiscal year ended with the end last day of such Fiscal Quarterquarterly accounting period, all in reasonable detail and with appropriate notes, if any, and stating in comparative form the figures for the corresponding dates and periods in the previous fiscal year, all prepared in accordance with 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 As soon as available and in any event within one-hundred-and-twenty (120) 90 days after the end of each Fiscal Year fiscal year of MidwestTenant, commencing with the 2013 Fiscal Year, copies of a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets sheet of Midwest Tenant and its consolidated subsidiaries as of the end of such Fiscal Year fiscal year, and copies of the related consolidated statements of income and cash flows of Midwest or changes in shareholders’ equity and in financial position of Tenant and its consolidated subsidiaries for such Fiscal Yearfiscal 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 of the end of and for the previous fiscal year, and accompanied by an opinion or report thereon, in scope and substance satisfactory to Landlord, by ▇▇▇▇▇▇ ▇▇▇▇▇ & Company or such other firm of independent certified public accountants of recognized standing in the opinion of KPMG LLP or other internationally recognized independent auditors financial community as may be selected by MidwestTenant and reasonably acceptable to Landlord, which report shall state that such consolidated financial statements present fairly and otherwise in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsform satisfactory to Landlord; (c) as soon as availableConcurrently with each of the financial statements furnished pursuant to subsection (a) or (b) above, one copy a certificate signed by the chief financial officer of Tenant, to the effect that in the opinion of such officer, based upon a review made under his or her supervision, Tenant has performed and observed all of, and is not in default in the performance or observance of any documents filed by Midwest of, its obligations under this Lease (or, if such be not the case, specifying all such defaults and failures, and the nature thereof, of which such officer may have knowledge and the action proposed to be taken in respect thereof); (d) Copies of all regular and periodic reports or other reports which Tenant or any subsidiary shall make or be required to file with the Securities and Exchange Commission or any successor other federal or state regulatory agency pursuant to Section 13(a)or with any municipal or other local body, 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except and such other information relating to the extent that such documents are made publicly available via the Securities business, affairs and Exchange Commission’s Electronic Data, Gathering, Analysis financial condition of Tenant and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate its subsidiaries as Landlord may from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss time to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicetime reasonably request.

Financial Information. Midwest shall (a) The Borrower will, and will cause to be delivered 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. (b) The Borrower will furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeBanks: (ai) as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three Fiscal Quarters quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as fiscal year of the Borrower, as at the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter of, and for the period commencing at the end of the previous Fiscal Year fiscal year and ending with with, such quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited consolidated statements of operations, changes in 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 Fiscal Quarterquarter, 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 Executive Officer, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) as soon as available practicable and in any event within one-hundred-and-twenty (120) 90 days after the close of each fiscal year of the Borrower, as at the end of each Fiscal Year of Midwestand for the fiscal year just closed, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest the Borrower and its Consolidated Subsidiaries and the related consolidated statements of operations, changes in 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 & 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 Chief 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, (A) identifying (x) 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 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 Borrower 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 (y) 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 or such Consolidated Subsidiary, Members or Consolidated Subsidiary Members other than the Largest Members are in default 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 and as to which the Borrower or such Consolidated Subsidiary has commenced the exercise of remedies in respect thereof, (B) 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 Year fiscal period, and (C) providing the aggregate principal amount of all loans which are RUS Guaranteed Loans and consolidated statements are outstanding as of income and cash flows the end of Midwest or the fiscal period covered by such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsstatements; (civ) as soon as availablewith reasonable promptness, one copy copies of any documents all regular and periodical reports (including Current Reports on Form 8-K) filed by Midwest with with, or furnished to, the Securities and Exchange Commission or any successor agency pursuant governmental authority succeeding to Section 13(a), 13(c), 14 any or 15(d) (or any successor sections) all of the Securities Exchange Act functions of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval ; (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 similar public electronic database;guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (dvi) within ten (10) Business Days after each anniversary with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Plan Effective DateBorrower or any of its Subsidiaries or any Joint Venture as any Bank may, a certificate from Midwest’s insurers or insurance agents evidencing that time to time, reasonably request, including, without limitation, with respect to the insurance policies in place satisfy performance and observance by the requirements Borrower of the Operative Documents; (e) as soon as possible covenants and conditions contained in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethis Agreement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Trimble shall use reasonable best efforts to prepare and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestdeliver to AGCO, consolidated no later than February 29, 2024, audited and combined balance sheets of Midwest (which will include results the Business for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter fiscal year ended December 29, 2023, and consolidated the related audited and combined statements of income income, comprehensive income, equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Business for the period commencing at fiscal year ended December 29, 2023 (the end of “Audited Financial Statements”). The Audited Financial Statements will (i) be accompanied by an unqualified audit report issued by the previous Fiscal Year and ending with the end of such Fiscal Quarter; Independent Accountant, (bii) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearbe prepared from, and accompanied by are in accordance with, the opinion books and records of KPMG LLP or other internationally recognized independent auditors selected by MidwestTrimble and its Subsidiaries, which report shall state that such consolidated financial statements and (iii) fairly present fairly in all material respects the financial position for the periods indicated 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 consistent with prior periods;(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 periods then ended; provided that, the Interim Post-Signing Financial Statements are subject to normal year-end adjustments, the effect of which would not reasonably be expected to be material to the Business. (c) as soon as availableTrimble shall keep AGCO informed on a reasonably current basis on the status of its preparation of the Audited Financial Statements and Interim Post-Signing Financial Statements which shall include, one copy of any documents filed by Midwest without limitation, providing AGCO with the Securities and Exchange Commission or any successor agency pursuant expected preliminary financial information to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change be included in the termsAudited Financial Statements and Interim Post-Signing Financial Statements, coverage or amounts if and when available to Trimble, for purposes of any policy of insurance which would result preparing preliminary pro forma adjustments required in such policy deviating from Prudent Industry Practiceconnection with the Available Financing.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each The consolidated balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for Borrower and its Consolidated Subsidiaries) Subsidiaries as of December 31, 2010 and the end of such Fiscal Quarter and related consolidated statements of income operations, cash flows and shareholders’ equity for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, fairly present in 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 of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter;Year. (b) The consolidated balance sheet of RehabCare and its Consolidated Subsidiaries as soon as available of December 31, 2010 and in any event within one-hundred-and-twenty (120) days after the end related consolidated statements of each 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 MidwestRehabCare 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, commencing cash flows and shareholders’ equity for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, certified by a Financial Officer, fairly present in all material respects, in conformity with GAAP, the 2013 consolidated financial position of the RehabCare and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such periods. (d) The consolidated balance 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 consolidated statements of operations, cash flows and shareholders’ equity for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, certified by a Financial Officer, fairly present in 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 periods. (e) The Borrower has heretofore delivered to the Lenders the Borrower’s unaudited pro forma consolidated balance sheet dated as of December 31, 2010 and as of the 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 Transactions as if the Transactions, with respect to the 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, a copy prepared in accordance with Regulation S-X of the annual audited report Securities Act of 1933, as amended (subject to exceptions customary for such Fiscal Year for Midwestan offering under Rule 144A) (the “Pro Forma Financial Statements”). Such Pro Forma Financial Statements have been prepared in good faith by the Credit Parties, including (i) based on the assumptions stated therein consolidated balance sheets of Midwest (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 end date of such Fiscal Year delivery thereof and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements (ii) present fairly in all 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 periods indicated in conformity with GAAP applied on a basis consistent with prior periods;Transactions had occurred at such dates. (cf) as soon as availableSince December 31, one copy of any documents filed by Midwest with the Securities 2010, no event has occurred and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains no condition has come into existence which (i) knowledge has had a Material Adverse Effect (other than any such event or condition the Material Adverse Effect of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more which has ceased) or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceis reasonably likely to have a Material Adverse Effect.

Financial Information. Midwest shall cause to be delivered to the Owner TrusteeBorrower has furnished Lenders with true, the Owner Lessor, the Owner Participant, correct and for as long as the Lien complete copies of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available the combined annual financial statements for Borrower and in any event within sixty (60) days after Manager for the end most recent fiscal year of each Borrower, including the combined balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Borrower and Manager and as of the end of such Fiscal Quarter fiscal year and consolidated combined statements of income and changes in cash flows for Borrower and Manager and a statement of Midwest shareholder's equity, prepared on a consistent basis in accordance with GAAP (which will include results for its Consolidated Subsidiariesexcept as specifically disclosed therein) and in the form included with Borrower's Form 10-K as filed with the Securities and Exchange Commission for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; fiscal year, certified without qualification by Borrower's CPAs; (b) as soon as available the combined quarterly financial statements for Borrower and in any event within one-hundred-and-twenty (120) days after Manager for each fiscal quarter elapsed since the end expiration of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for MidwestBorrower's most recent fiscal year, including therein consolidated a combined balance sheets of Midwest as of the end of such Fiscal Year sheet and consolidated combined statements of income and change in cash flows of Midwest or such Fiscal YearBorrower and the Manager prepared on a consistent basis with the prior fiscal year's financial statements in accordance with GAAP (except as specifically disclosed therein), and accompanied by in the opinion form included with Borrower's Form 10-Q, as filed with the Securities and Exchange Commission for any such fiscal quarter; and (c) a certificate of KPMG LLP the chief financial officer, principal accounting officer or other internationally recognized independent auditors selected by Midwestchief executive officer of Borrower, which report shall state stating that such consolidated financial to his best knowledge after due inquiry the foregoing statements present fairly in all material respects the combined financial position for of Borrower and Manager and the periods indicated results of their combined operations, subject, solely with respect to the materials described in conformity with GAAP applied on a basis consistent with prior periods; clause (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(ab), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change routine year-end audit adjustments. No changes have occurred in the termsassets, coverage liabilities or amounts financial condition of any policy Borrower or Manager from those reflected in the most recent balance sheets referred to above in this Section which, individually or in the aggregate, have been materially adverse. Since the date of insurance which would result such most recent balance sheet, there has been no material and adverse development in such policy deviating from Prudent Industry Practicethe business or in the operations or prospects of Borrower or Manager.

Financial Information. Midwest shall cause to be delivered The Borrower will deliver to the Owner TrusteeLenders (a) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Borrower, the Owner Lessor, the Owner Participant, and for as long as the Lien consolidated balance sheet of the Lease Indenture has not been terminated or discharged, Borrower and its Subsidiaries as of the Lease Indenture Trustee end of such fiscal year and the Pass Through Trustee: 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 (awhich 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 fiscal quarters of each Fiscal Year of Midwestthe Borrower, the unaudited consolidated balance sheets sheet and statement of Midwest (which will include results for revenues and expenses, statement of shareholder's equity and statement of cash flow of the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest fiscal quarter (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for including the period commencing at 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 previous Fiscal Year Borrower and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Subsidiaries as of the end of and for such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; fiscal quarter; (c) within sixty (60) days after the close of each of the first three fiscal quarters of the Borrower and within one hundred five (105) days after the close of each of the Borrower's fiscal years, an Officer's Certificate substantially in the form of the attached Exhibit F stating that as of the close of such fiscal quarter no Default or Event of Default had occurred and was continuing; (d) as soon as available, one copy of any documents all reports sent by Borrower to its shareholders and all quarterly and annual reports filed by Midwest Borrower with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis each other Governmental Authority having jurisdiction over Borrower; and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) all other statements, reports and other information as soon as possible the Agent or any Lender may reasonably request concerning the financial condition and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge business affairs of the occurrence thereof, notice Borrower or any of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeBorrower's Subsidiaries.

Financial Information. Midwest shall cause to be 4.5.1 Seller has delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, Purchaser true and for as long as the Lien complete copies of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated unaudited carve-out balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Business on a stand-alone basis as of December 31, 2006 (the end of such Fiscal Quarter “Unaudited 2006 Balance Sheet”) and consolidated the related statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter flow and the related notes thereto for the period commencing at Business on a stand-alone basis for the end year ended December 31, 2006 (together with the Unaudited 2006 Balance Sheet, the “Unaudited 2006 Statements”) and the unaudited carve-out balance sheet of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within oneBusiness on a stand-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest alone basis as of February 23, 2007 (the end of such Fiscal Year “Unaudited Interim Balance Sheet”) and consolidated the related statements of income for the Business on a stand-alone basis for the two month period ended February 23, 2007 (together with the Unaudited Interim Balance Sheet, the “Unaudited Interim Statements”)(the Unaudited Interim Statements, together with the Unaudited 2006 Statements, referred to as the “Unaudited Statements”). The Unaudited Statements are accurate and cash flows of Midwest or such Fiscal Year, complete in all material respects and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position of the Business on a stand-alone basis as of the respective dates thereof and the results of operations and, in the case of the Unaudited 2006 Statements, the cash flows of the Business on a stand-alone basis for the periods indicated covered thereby. The Unaudited Statements have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with throughout the periods covered and include all disclosures required by GAAP. 4.5.2 At or prior periods; (c) as soon as availableto Closing, one copy of any documents filed by Midwest with the Securities Seller shall deliver to Purchaser true and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) complete copies of the Securities Exchange Act unaudited carve-out balance sheet of 1934the Business on a stand-alone basis as of March 31, as amended 2007 (the “Exchange ActUnaudited March Balance Sheet”) except and the related statements of income for the Business on a stand-alone basis for the three month period ended March 31, 2007 (together with the Unaudited March Balance Sheet, the “Unaudited March Statements”). The Unaudited March Statements, when delivered to Purchaser, will be accurate and complete in all material respects and present fairly in all material respects the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary financial position of the Plan Effective Date, Business on a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements stand-alone basis as of the Operative Documents; (e) as soon as possible respective dates thereof and in any event within ten (10) Business Days after any Authorized Officer the results of Midwest obtains (i) knowledge operations of the occurrence Business on a stand-alone basis for the periods covered thereby. The Unaudited March Statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered and include all disclosures required by GAAP. 4.5.3 On or prior to July 31, 2007, Seller shall deliver to Purchaser true and complete copies of the Closing Date Balance Sheet. The Closing Date Balance Sheet, when delivered to Purchaser, will be accurate and complete in all material respects and present fairly in all material respects the financial position of the Business on a stand-alone basis as of the date thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving . The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceconsistent basis.

Financial Information. Midwest shall cause to be delivered Furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLender: (a) as soon as available and available, but in any event within sixty one hundred eighty (60180) days after the end of each fiscal year of the first three Fiscal Quarters of Borrower, commencing with the fiscal year ending March 31, 2021 and continuing for each Fiscal Year of Midwestfiscal year thereafter, (i) the audited consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of at the end of such Fiscal Quarter fiscal year and the related consolidated statements of income and income, cash flows of Midwest and changes in members’ equity (which will include results for its Consolidated Subsidiariesor comparable statement) for such Fiscal Quarter 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 period commencing at previous year, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the end of the previous Fiscal Year and ending with the end of such Fiscal QuarterLender; (b) as soon as available and available, but in any event within one-hundred-and-twenty thirty (12030) days after the end of each Fiscal Year of Midwest, fiscal month commencing with the 2013 Fiscal Yearfiscal month ending November 30, a copy 2020 and continuing for each fiscal month thereafter, an unaudited consolidated balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Borrower as of at the end of such Fiscal Year fiscal month and the related unaudited consolidated statements of income and income, cash flows of Midwest and changes in shareholder equity (or comparable statement) for such Fiscal Yearfiscal month setting forth the fair market value, number, and accompanied volume of holdings of all underlying investments, certified by the opinion of KPMG LLP chief financial officer, controller or other internationally recognized independent auditors selected by Midwestappropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its results of operation, which report shall state that such consolidated cash flow and changes in financial position (subject to year-end adjustments), with all of the financial statements present fairly in the foregoing clauses (a) and (b) to be complete and correct in all material respects and to be prepared in reasonable detail acceptable to the financial position for the periods indicated Lender and in conformity accordance with GAAP applied on a basis consistent with prior periodsGAAP; (c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as soon as availableto the matters set forth therein and (ii) a summary of performance of each Underlying Fund and Permitted Investment, one copy 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 documents filed 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 Loan Parties and (ii) chart of the Loan Parties’ Deposit Accounts, Securities Accounts and Commodity Accounts in substantially the form provided by Midwest with the Securities Borrower to the Lender prior to the Closing Date; (e) promptly upon receipt thereof, copies of all financial statements, reports and Exchange Commission other material information and other material correspondence sent to or received by the Borrower or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (other Loan Party from any Underlying Fund or any successor sections) 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 Securities Exchange Act Borrower, any other Loan Party, the Investment Advisor or any of 1934their respective Subsidiaries; (f) promptly after the execution thereof, as amended (the “Exchange Act”) except copies of all material amendments or other material changes to the extent that such documents are made publicly available via Prospectus or the Securities Fund Policies, the Investment Management Agreement, any Investment Sub-Advisory Agreement, and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval any new investment advisory contract entered into after the Closing Date; and (g) promptly upon ▇▇▇▇▇) ▇’s written request, any other financial statements, reports or similar public electronic database; (d) within ten (10) Business Days after each anniversary of information with respect to any Loan Party reasonably requested by the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeLender.

Financial Information. Midwest The Administrative Agent shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteehave received copies of: (a) as soon as available and in any event within sixty (60) days after the end of each audited consolidated balance sheet of the first three Fiscal Quarters Borrower and its Subsidiaries for the fiscal years ended December 31, 2014, 2015 and 2016, the related consolidated statement of each Fiscal Year operations, the related consolidated statement of Midwest, members’ capital and the related consolidated balance sheets statement of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of fiscal years ended on such Fiscal Quarter; (b) as soon as available and dates, each prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity 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 Sharyland’s subsidiaries) for the fiscal years ended December 31, 2014, 2015 and 2016, 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 prior periodspast 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; (cii) as soon as available, one copy unaudited consolidated financial statements of any documents filed by Midwest with the Securities Borrower and Exchange Commission or any successor agency pursuant its Subsidiaries and the unaudited consolidated financial statements of Sharyland and its Subsidiaries (not including separate statements of Sharyland’s subsidiaries) for each fiscal quarter ended after the latest calendar year referred to above in Section 13(a5(i)(i), 13(c)as applicable, 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except ended at least 45 days prior to the extent that such documents are made publicly available via Closing Date and the Securities related unaudited consolidated statement of operations, the related consolidated statement of members’ capital and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary the related consolidated statement of cash flows for the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any corresponding period certified by an Authorized Officer of Midwest obtains Sharyland and the Borrower, as 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 notes to the financial statements; and (iiii) knowledge projections of the occurrence thereofBorrower through 2019 that are not, notice in the reasonable determination of the Administrative Agent, materially inconsistent in an adverse manner with any casualty, damage or loss comparable projections delivered to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) Administrative Agent prior to the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeClosing Date.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, The most recent annual audited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as each of Borrower, EXCO and Venus and the end of such Fiscal Quarter and related consolidated statements of income operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending then ended, copies of which have been delivered to each Bank, fairly present, in conformity with GAAP, the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end consolidated financial position of each Fiscal Year of MidwestBorrower, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest 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 until such time as annual audited consolidated balance sheets, statements of operations and cash flows for Borrower for the Fiscal Year ended December 31, 1999 are delivered to each Bank in accordance with Section 9.1(a)). (b) The most recent quarterly unaudited consolidated balance sheet of Borrower, EXCO and Venus delivered to Banks, and the related unaudited consolidated statements of income operations and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated portion of Borrower's, EXCO's and Venus's Fiscal Year then ended, fairly present, in conformity with GAAP applied on a basis consistent with prior periods;the financial statements referred to in 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) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;No Material Adverse Change has occurred. (d) within ten After giving effect to the transactions contemplated by this Agreement, (10i) Business Days after each anniversary the fair value of the Plan Effective Dateproperty of each Credit Party is greater than the total amount of liabilities, a certificate from Midwest’s insurers or insurance agents evidencing that including, without limitation, contingent liabilities, of each Credit Party , (ii) the insurance policies in place satisfy the requirements present fair saleable value of the Operative Documents;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 prevailing practice in the industry in which such Credit Party is engaged. (e) as soon as possible Borrower was formed on June 25, 1999 for the purpose of acquiring and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge developing the Apache Properties and producing and marketing Hydrocarbons therefrom. Prior to giving effect to the acquisition of the occurrence thereofApache Properties, notice Borrower had no assets, operations, employees or liabilities of any casualtynature (contingent or otherwise) other than rights and obligations arising under the Apache Acquisition Agreement, damage or loss to this Agreement and the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeLoan Papers.

Financial Information. Midwest The Borrower and Parent shall cause promptly furnish to each Lender, all such financial information as the Agent shall reasonably request. With respect to balance sheets, statements of income, cash flow statement, forecasts, and other financial records to be delivered pursuant to Subsections (a) through (f) below, following the Approved Restructuring and so long as Parent maintains the consolidated financial recordkeeping for itself, the Borrower and their Subsidiaries, references to any such financial record “of the Borrower and its Subsidiaries, or Parent and its Subsidiaries” (or a similar statement) shall be deemed to refer solely to the Owner Trusteeapplicable financial records of Parent and its Subsidiaries. Without limiting the foregoing, the Owner LessorBorrower and Parent will furnish to the Agent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, consolidated audited and consolidating unaudited balance sheets, and income statements, cash flow statements and changes in members’ or shareholder’s, as applicable, equity for the Borrower and its Subsidiaries, or Parent and its Subsidiaries, as applicable, for such Fiscal Year, and the accompanying 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 or Parent and its Subsidiaries, as applicable, 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 or Parent, as applicable, and reasonably satisfactory to the Agent. Parent and the Borrower hereby authorize the Agent to communicate directly with its certified public accountants (so long as a Responsible Officer has been given a reasonable opportunity to be present during such communications) and, by this provision, authorize those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to the Borrower or Parent, as applicable, and to discuss directly with the Agent the finances and affairs of the Borrower or Parent, as applicable (so long as a Responsible Officer has been given a reasonable opportunity to be present during such communications). (b) As soon as available, but in any event not later than thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonth, consolidated and consolidating unaudited balance sheets of Midwest (which will include results for the Borrower and its Consolidated consolidated Subsidiaries) , or Parent and its consolidated Subsidiaries, as of applicable, as at the end of such Fiscal Quarter month, and consolidated and consolidating unaudited income statements and consolidated unaudited cash flow statements for the Borrower and its consolidated Subsidiaries, or Parent and its consolidated Subsidiaries, as applicable, 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, or Parent and its Subsidiaries, as applicable, as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, and prepared in accordance with GAAP (except for entries customarily made at the end of each fiscal quarter) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). (c) As soon as available, but in any event not later than forty-five (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 the Borrower and its consolidated Subsidiaries, or Parent and its consolidated Subsidiaries, as applicable, as at the end of such quarter, and consolidated and consolidating unaudited statements of income and expense and a consolidated unaudited statement of cash flows of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries or Parent and its Subsidiaries) , as applicable, for such Fiscal Quarter quarter and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such Fiscal Quarter;quarter, all in reasonable detail, fairly presenting the financial position and results of operation of the Borrower and its Subsidiaries or Parent and its Subsidiaries, as applicable, as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the Borrower’s or Parent’s as applicable, budget, prepared in accordance with GAAP applied consistent with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). The Borrower or Parent, as applicable, shall certify by a certificate signed by its chief financial officer or vice president of finance (or any other officer, acceptable to Agent, having similar responsibility and authority) that all such statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments, the Borrower’s or Parent’s as applicable, financial position as at the dates thereof and its results of operations for the periods then ended. (bd) as soon as available [Intentionally deleted]. (e) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and in any event within oneforty-hundred-and-twenty five (12045) days after the end of each Fiscal Year fiscal quarter a certificate of Midwestthe chief financial officer or vice president of finance (or any other officer, commencing acceptable to Agent, having similar responsibility and authority) of the Borrower or Parent, as applicable, setting forth in reasonable detail the calculations required to establish that the Borrower or Parent, as applicable, was in compliance with the 2013 covenant set forth in Section 7.23 during the period covered in such Financial Statements and as at the end thereof. Within forty-five (45) days after the end of each fiscal quarter, a certificate of the chief financial officer (or any other officer, acceptable to Agent, having similar responsibility and authority) of the Borrower or Parent, as applicable, stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Borrower and Parent 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 and Parent are, at the date of such certificate, in compliance in all material respects with all of their 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 the 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 and Parent have taken or propose to take with respect thereto. (f) No later than ninety (90) days after the beginning of each Fiscal Year, annual forecasts (to include domestic forecasted consolidated balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries or Parent and its Subsidiaries as at the end of and for each quarter of such Fiscal Year. (g) Promptly after filing with the PBGC and the IRS, a copy of each annual report or other filing filed with respect to each Pension Plan other than a Multiemployer Plan. (h) Promptly upon the annual audited report for such Fiscal Year for Midwestfiling thereof, including therein consolidated balance sheets copies of Midwest as all reports, if any, to or other documents filed by Parent, the Borrower or any of their Subsidiaries with the SEC under the Exchange Act, and all reports, notices, or statements sent or received by Parent, the Borrower or any of their Subsidiaries to or from the holders of any equity interests of the end Borrower or Parent, as applicable, (other than routine non-material correspondence sent by shareholders of the Borrower or Parent, as applicable, to the Borrower or Parent, as applicable) or any such Fiscal Year and consolidated statements Subsidiary or of income and cash flows any Debt of Midwest Parent, the Borrower or such Fiscal Year, and accompanied by any of their Subsidiaries registered under the opinion Securities Act of KPMG LLP 1933 or other internationally recognized independent auditors selected by Midwest, to or from the trustee under any indenture under which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;same is issued. (ci) as As soon as available, one but in any event not later than 15 days after the Borrower’s or Parent’s receipt thereof, a copy of all management reports and management letters prepared for the Borrower or Parent, as applicable, by any documents independent certified public accountants of the Borrower or Parent, as applicable. (j) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which the Borrower or Parent, as applicable, makes available to its shareholders. (k) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return filed by Midwest with Parent, the Securities and Exchange Commission Borrower or by any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;their Subsidiaries. (dl) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as As soon as possible and available, but in any event within ten fifteen (1015) Business Days days after any Authorized Officer the end of Midwest obtains each month (i) knowledge for such month), a Borrowing Base Certificate and supporting information in accordance with Section 9 of the occurrence thereofSecurity Agreement, notice of any casualtyprovided, damage or loss to however, that notwithstanding the Facilityforegoing, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the termsevent that in any fiscal quarter of Borrower, coverage or amounts of any policy of insurance which would result commencing after March 31, 2006, there are no Revolving Loans made in such policy deviating quarter, and there exists no Default or Event of Default in such quarter, then the Borrower shall not be required to deliver Borrowing Base Certificates on a monthly basis, but instead shall be required to deliver them on a quarterly basis within fifteen (15) days after the end of each such quarter. (m) Within fifteen (15) days after the end of each month (for such month), a Domestic Cash Report. (n) Such additional information as the Agent and/or any Lender may from Prudent Industry Practicetime to time reasonably request regarding the financial and business affairs of the Borrower or any of its Subsidiaries or the Parent or any of its Subsidiaries.

Financial Information. Midwest The Borrower shall cause promptly furnish to be delivered each Lender, all such financial information as the Agent shall reasonably request. Without limiting the foregoing, the Borrower will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than one hundred and twenty (60120) days after the close of each Fiscal Year, consolidated audited and consolidating audited balance sheets, and statements of income and expense, cash flow and of stockholders’ equity for the Borrower and its Subsidiaries for such Fiscal Year, and the accompanying 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 audited financial statements prepared by them is for use by the Agent and the Lenders. The Borrower hereby authorizes the Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to the Borrower and to discuss directly with the Agent the finances and affairs of the Borrower. (b) As soon as available, but in any event not later than forty five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonth, consolidated and consolidating unaudited balance sheets of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter month, and consolidated and consolidating unaudited statements of income and expense and cash flows of Midwest (which will include results flow for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter month and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such Fiscal Quarter;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 prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 7.2(a). The Borrower shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments, the Borrower’s financial position as at the dates thereof and its results of operations for the periods then ended. Notwithstanding anything else in this Section 7.2(b), the Borrower shall not be required to comply with the provisions of this Section 7.2(b) for any month so long as during such month (i) no Default or Event of Default has occurred or is continuing and (ii) Availability is at no time less than $10,000,000. (bc) as As soon as available and available, but in any event within one-hundred-and-twenty not later than forty five (12045) days after the end of each quarter, consolidated and consolidating unaudited balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarter, and consolidated and consolidating unaudited statements of income and expense and cash flow for the Borrower and its consolidated Subsidiaries for such quarter and for the period from the beginning of the Fiscal Year to the end of Midwestsuch quarter, commencing 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 prepared in accordance with GAAP applied consistently with the 2013 audited Financial Statements required to be delivered pursuant to Section 7.2(a). The Borrower shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments, the Borrower’s financial position as at the dates thereof and its results of operations for the periods then ended. (d) With each of the audited Financial Statements delivered pursuant to Section 7.2(a), a certificate of the independent certified public accountants 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. (e) With each of the annual audited Financial Statements delivered pursuant to Section 7.2(a), and within forty-five (45) days after the end of each fiscal quarter (and each month if Section 7.2(b) is then applicable), a certificate of the chief financial officer of the Borrower (i) setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with the covenants set forth in Sections 9.18 through 9.22 during the period covered in such Financial Statements and as at the end thereof, and (ii) 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 such Financial Statements, (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. (f) 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 and consolidating balance sheets, statements of income and expenses and statements of cash flow) for the Borrower and its Subsidiaries as at the end of and for each month of such Fiscal Year. (g) Promptly after filing with the PBGC and the IRS, a copy of the each annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as or other filing filed with respect to each Plan of the end Borrower. (h) Promptly upon the filing thereof, copies of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearall reports, and accompanied by the opinion of KPMG LLP if any, to or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest the Borrower or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by the Borrower or any successor agency pursuant of its Subsidiaries to Section 13(a), 13(c), 14 or 15(dfrom 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 successor sections) such Subsidiary or of any Debt for Borrowed Money of the Borrower or any of its Subsidiaries registered under the Securities Exchange Act of 1934, as amended (1933 or to or from the “Exchange Act”) except to trustee under any indenture under which the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;same is issued. (di) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as As soon as possible and available, but in any event within ten (10) Business Days 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 Authorized Officer of Midwest obtains (i) knowledge independent certified public accountants of the occurrence thereofBorrower. (j) Promptly after their preparation, notice copies of any casualtyand all proxy statements, damage financial statements, and reports which the Borrower makes available to its shareholders. (k) Promptly after filing with the IRS, a copy of each tax return filed by the Borrower or loss by any of its Subsidiaries. (l) Such additional information as the Agent and/or any Lender may from time to time reasonably request regarding the Facility, whether financial and business affairs of the Borrower or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSubsidiary.

Financial Information. Midwest The Lead Arrangers and the Lenders shall cause to be delivered have received (i) audited consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Recapitalized Business ended prior to the Owner TrusteeClosing Date, (ii) unaudited consolidated financial statements of ACNA for the Owner Lessorquarterly periods ended March 31, the Owner Participant2006 and June 30, 2006, and unaudited consolidated financial statements for as long the Recapitalized Business (with RSC as the Lien reporting entity) for the quarterly period ended September 30, 2006 and for each fiscal quarter ended at least 45 days prior to the Closing Date, (iii) a pro forma consolidated balance sheet of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Recapitalized Business as of the end date of such Fiscal Quarter the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and consolidated statements a pro forma statement of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and operations for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 most recent Fiscal Year, interim period and 12-month period ending on the last day of such interim period, 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 copy 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 reasonable detail, that the total consolidated indebtedness of the annual audited report Recapitalized Business and its subsidiaries consisting of indebtedness for such Fiscal Year for Midwest, borrowed money (including therein consolidated balance sheets of Midwest as 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 end Recapitalized Business (calculated subject to the Closing Date adjustments set forth on Schedule 5.1(e) hereto) for the twelve-month period ending on the last day of such Fiscal Year and consolidated the fiscal quarter ending no more than 45 days prior to the Closing Date, (iv) interim financial statements of income the Recapitalized Business (with RSC as the reporting entity), for each month ended after the date of the last available quarterly financial statements and cash flows of Midwest or such Fiscal Year, at least 30 days prior to the Closing Date and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such (v) detailed projected consolidated financial statements present fairly in all material respects of the financial position Recapitalized Business and its Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; five Fiscal Years ending after the Closing Date, which projections shall (cx) as soon as available, one copy of any documents filed by Midwest with reflect the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) forecasted consolidated financial condition of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Parent Borrower and its Subsidiaries after giving effect to the extent that such documents are made publicly available via Transaction and the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence related financing thereof, notice of any casualty, damage or loss to and (y) be prepared and approved by the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeParent Borrower.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The Company shall, from the date hereof until the Closing Date, prepare and deliver to Parent, (i) as soon promptly as available reasonably practicable and in any event within sixty no later than seventy-five (6075) calendar days after the end of each any fiscal quarter, the unaudited combined balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) SpinCo Business as of the end of such Fiscal Quarter fiscal quarter and consolidated the related unaudited combined statements of income income, comprehensive income, equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) the SpinCo Business for such Fiscal Quarter and fiscal quarter, together with comparable financial statements for the period commencing at the end corresponding periods of the previous Fiscal Year prior fiscal years, in each case, to the extent required to be included or incorporated by reference in the Parent Registration Statement (including the Proxy Statement), SpinCo Registration Statement or Distribution Documents (collectively, the “Subsequent Unaudited SpinCo Financial Statements”) and ending with the end of such Fiscal Quarter; (bii) if necessary, as soon promptly as available reasonably practicable and in any event within no later than one-hundred-and-twenty hundred (120100) calendar days after the end of each Fiscal Year of Midwestany fiscal year, commencing with the 2013 Fiscal Year, a copy audited combined balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest SpinCo Business as of the end of such Fiscal Year fiscal year of SpinCo and consolidated the related audited combined statements of income income, comprehensive income, equity and cash flows of Midwest 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 such Fiscal Yearincorporated by reference in the Parent Registration Statement (including 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) 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 opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwestaccountant for SpinCo. When delivered, which report the Subsequent Period SpinCo Financial Statements shall state that such consolidated financial statements present fairly in all material respects the combined financial position and combined and consolidated results of operations of the SpinCo Business as of the dates and for the periods indicated shown therein. (b) The Company agrees to use reasonable best efforts to provide Parent as promptly as practicable after the date of this Agreement, audited financial statements, including combined balance sheets as of December 31, 2021 and December 31, 2020 and combined statements of income and comprehensive income, equity and cash flows of the SpinCo Business for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019, in conformity each case, prepared in accordance with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest and Regulation S-X and audited in accordance with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) auditing standards of the Securities Exchange Act 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 1934the SpinCo Registration Statement with the SEC. During the Interim Period and from and after the Closing, as amended the Company shall use reasonable best efforts, in connection with the filing of the SpinCo Registration Statement and any other applicable SEC filings, to (i) cooperate with Parent to prepare pro forma financial statements that comply with the “Exchange Act”) except rules and regulations of the SEC to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Datarequired for SEC filings, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy including the requirements of the Operative Documents; (e) as soon as possible Regulation S-X, and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge provide and make reasonably available upon reasonable notice, the senior management employees of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in Company to discuss the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicematerials prepared and delivered pursuant to this Section 7.22(b).

Financial Information. Midwest shall cause to be Earlychildhood has delivered to the Owner TrusteeSmarterKids: (i) an audited consolidated balance sheet of Earlychildhood and its Subsidiaries as of December 31, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee 1999 and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and related audited consolidated statements of income income, changes in members' equity and cash flows of Midwest (which will include results for Earlychildhood and its Consolidated Subsidiaries) for such Fiscal Quarter and Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending fiscal year then ended, together with the end report thereon of such Fiscal Quarter; KPMG, LLP, its independent certified public accountants; (bii) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual an audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets sheet of Midwest QTL Corporation and its Subsidiaries as of December 31, 1998 and the end of such Fiscal Year and related audited consolidated statements of income income, stockholders' equity and cash flows of Midwest or such Fiscal YearQTL 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 accompanied by cash flows, including, in each case, the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwestnotes thereto (together with the Earlychildhood Balance Sheet, which report shall state that such consolidated financial statements present fairly 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 respects, the financial position of Earlychildhood and its Subsidiaries on a consolidated basis as of the respective dates and for the periods indicated referred to in conformity with GAAP applied such Earlychildhood Financial Information, except that the Earlychildhood Financial Information is subject to normal and recurring year-end adjustments and subject, in each case, to the notes regarding the matters reflected therein. Except set forth on a basis consistent with prior periods; (c) as soon as availablethe Earlychildhood Disclosure Schedule, one copy no financial information of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant entity are required to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change be included in the terms, coverage or amounts financial statements of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeEarlychildhood under GAAP.

Financial Information. Midwest shall (a) The Borrower will, and will cause to be delivered 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. (b) The Borrower will furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeBanks: (ai) as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three Fiscal Quarters quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as fiscal year of the Borrower, as at the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter of, and for the period commencing at the end of the previous Fiscal Year fiscal year and ending with with, such quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited consolidated statements of operations, changes in 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 Fiscal Quarterquarter, 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 public accountants) by the Chief Executive Officer, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) as soon as available practicable and in any event within one-hundred-and-twenty the earlier of (120i) 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 each Fiscal Year of Midwestand for the fiscal year just closed, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest the Borrower and its Consolidated Subsidiaries and the related consolidated statements of operations, changes in 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 & Touche LLP or other independent 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 Chief 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, (A) identifying (x) 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 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 Borrower 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 (y) 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 or such Consolidated Subsidiary, Members or Consolidated Subsidiary Members other than the Largest Members are in default 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 and as to which the Borrower or such Consolidated Subsidiary has commenced the exercise of remedies in respect thereof, (B) 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 Year fiscal period, and (C) providing the aggregate principal amount of all loans which are RUS Guaranteed Loans and consolidated statements are outstanding as of income and cash flows the end of Midwest or the fiscal period covered by such Fiscal Yearfinancial statements, and accompanied provided that if such amount has previously been disclosed by the opinion of KPMG LLP Borrower in its regular or other internationally recognized independent auditors selected by Midwestperiodical reports filed with, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availableor furnished to, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gatheringthen the certificate need only reference such report and the section of such report in which such information may be found; (iv) with reasonable promptness, Analysis copies of all regular and Retrieval periodical reports (including Current Reports on Form 8-K) filed with, or 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 similar public electronic database;guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (dvi) within ten (10) Business Days after each anniversary with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Plan Effective DateBorrower or any of its Subsidiaries or any Joint Venture as any Bank may, a certificate from Midwest’s insurers or insurance agents evidencing that time to time, reasonably request, including, without limitation, with respect to the insurance policies in place satisfy performance and observance by the requirements Borrower of the Operative Documents; (e) as soon as possible covenants and conditions contained in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethis Agreement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Within 120 days after the end of each fiscal year of MSG, the Borrower shall furnish to the Lender, MSG’s consolidated audited balance sheet and related audited statement of operations, stockholders’ equity and cash flows as soon of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the 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 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 MSG as available of the end of and for such year in any event within sixty accordance with GAAP. (60b) Within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of MidwestMSG, the Borrower shall furnish to the Lender, MSG’s consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) sheet as of the end of such Fiscal Quarter fiscal quarter, the related consolidated statement of operations for such fiscal quarter and consolidated statements the then elapsed portion of income 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 cash flows of Midwest (which will include results for MSG and its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the previous Fiscal Year fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and ending with the end absence of such Fiscal Quarter;certain footnotes. (bc) as soon as available and in any event within one-hundred-and-twenty (120) Within 60 days after the end of each Fiscal Year fiscal quarter of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of Teamco (or within 120 days after the end of such Fiscal Year and consolidated statements the last fiscal quarter in the fiscal year of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(aTeamco), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Borrower shall furnish to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic DataLender, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge unaudited management accounts of Teamco for the most recently ended fiscal quarter of Teamco, and in the case of the occurrence thereoflast fiscal quarter in the fiscal year of Teamco, notice unaudited management accounts of any casualtyTeamco for the most recently ended fiscal year of Teamco, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or and (ii) 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 delivery of the Compliance Certificate for the previous fiscal quarter, or if a Default or Event of Default has occurred since such date, stating the nature thereof and what action the Borrower proposes to take with respect thereto, and (Aii) the occurrence, notice of disclosing any cancellation, notice of threatened or potential cancellation or (B) any material change Change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeControl.

Financial Information. Midwest shall (a) The Borrower will, and will cause to be delivered each Subsidiary other than the Subsidiaries listed on Schedule 5.03(a) to, keep its books of account in accordance with U.S. GAAP. (a) The Borrower will (subject to the Owner Trustee, last paragraph of this Section 5.03) furnish to the Owner Lessor, Administrative Agent for distribution to the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeBanks: (ai) as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three Fiscal Quarters quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as fiscal year of the Borrower, as at the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter of, and for the period commencing at the end of the previous Fiscal Year fiscal year and ending with with, such quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated Entities and the related unaudited consolidated statements of operations, changes in equity and cash flow of the Borrower and its Consolidated Entities for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such Fiscal Quarterquarter, 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 U.S. GAAP in all material respects and consistency (except for changes concurred in by the Borrower’s independent public accountants) by the Chief Executive Officer, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) as soon as available practicable and in any event within one-hundred-and-twenty the earlier of (120i) days two Domestic Business Days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest filing with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(dand (ii) (or any successor sections) 120 days after the close of each fiscal year of the Securities Exchange Act of 1934Borrower, as amended at the end of and for the fiscal year just closed, consolidated balance sheets of the Borrower and its Consolidated Entities and the related consolidated statements of operations, changes in equity and cash flow for such fiscal year for the Borrower and its Consolidated Entities, all in reasonable detail and certified (the “Exchange Act”) except without any qualification as to the extent that scope of the audit) by KPMG LLP or other independent public accountants of nationally recognized standing selected by the Borrower, who shall have audited the books and accounts of the Borrower for such documents are made publicly available via fiscal year; (iii) with reasonable promptness, copies of all regular and periodical reports (including Current Reports on Form 8-K) filed with, or furnished to, the Securities and Exchange Commission; (iv) promptly after the public announcement of, or promptly after receiving a written notice of, a change (whether an increase or decrease) in any rating issued by either S&P, Moody’s Electronic Dataor Fitch, Gatheringsolely 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, Analysis or guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (v) with reasonable promptness, such other information respecting the business, operations and Retrieval 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 similar public electronic database; (d) within ten (10) Business Days after each anniversary 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 Plan Effective Datereports or financial information required to be delivered pursuant to clauses (b)(i), a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements (b)(ii) and (b)(iii) of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss this Section 5.03 to the FacilityAdministrative Agent, whether or not insuredif so requested by any Bank to the Administrative Agent, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) until written notice to cease delivering such paper copies is given by such Bank to the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeAdministrative Agent.

Financial Information. Midwest shall cause Borrower hereby covenants and agrees to be delivered deliver to Landlord the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: following: (a1) as soon as available and in any event within sixty (60) 90 days after the end of each fiscal year of Borrower and Mount Snow, consolidated statements of income, retained earnings and cash flows of Borrower and Mount Snow for such fiscal year and the first three Fiscal Quarters of each Fiscal Year of Midwest, related consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of at the end of such Fiscal Quarter and fiscal year, setting forth in each case in comparative form the corresponding consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and figures for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearpreceding fiscal year, and accompanied by the an opinion thereon of KPMG LLP or other internationally independent certified public accountants of recognized independent auditors selected by Midwestnational standing, which report 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 of, and for, such fiscal year in accordance with generally accepted accounting principles; (2) within 45 days after the 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 period 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 to 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, an income and expense statement detailing all material respects 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 Borrower and Mount Snow stating that such items are true, correct, accurate and completely and fairly present the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities condition and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) results of the Securities Exchange Act operations of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities Borrower and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeMount Snow.

Financial Information. Midwest Delphi agrees that, for so long as GM is required to consolidate Delphi's results of operations and financial position or to account for its investment in Delphi under the equity method of accounting (determined in accordance with generally accepted accounting principles consistently applied): (i) Delphi shall, and shall cause to be delivered to 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 Owner Trustee, the Owner Lessor, the Owner Participantspecific objectives of accounting control are achieved. (ii) Delphi shall, and for as long as the Lien shall cause each of the Lease Indenture has not been terminated or dischargedits Subsidiaries (other than Delphi Automotive Systems India Limited) to, the Lease Indenture Trustee maintain a fiscal year which commences on January 1 and the Pass Through Trustee:ends on December 31 of each calendar year. (aiii) 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 sixty seven Business Days after the end of each of the first three fiscal quarters in each fiscal year of Delphi and within 14 Business Days after the end 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 the case may be. (60v) As soon as practicable, and in any event within 35 days after the end of each of the first three Fiscal Quarters fiscal quarters in each fiscal year of each Fiscal Year 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 Midwest, (A) the consolidated balance sheets financial statements of Midwest Delphi and its Subsidiaries (which will include results and notes thereto) for its Consolidated Subsidiaries) as such periods and for the period from the beginning of the current fiscal year to the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results quarter, setting forth in each case in comparative form for its Consolidated Subsidiaries) for each such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter;fiscal (bvi) Delphi shall deliver to GM as soon as available practicable, and in any event within one-hundred-and-twenty (120) 45 days after the end of each Fiscal Year fiscal year of Midwest, commencing Delphi and no later than 10 days before Delphi intends to file its Annual Financial Statements (as defined below) with the 2013 Fiscal YearSEC, a copy (A) drafts of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly of Delphi (and notes thereto) for such year, setting forth in all material respects each case in comparative form the financial position consolidated figures (and notes thereto) for the periods indicated previous fiscal year and all in conformity reasonable detail and prepared in accordance with GAAP applied 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 prepared in accordance with Item 303(a) of Regulation S-K. The information set forth in (A) and (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 a basis 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 Delphi 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 Board of Directors), with such changes therein as may be requested by GM from time to time consistent with prior periods;changes in reporting by sectors and Subsidiaries of GM. (cix) Delphi and each of its Subsidiaries which files information with the SEC shall deliver to GM: (A) as soon as availablethe same are prepared, one copy substantially final drafts of: (x) all reports, notices and proxy and information statements to be sent or made available by Delphi or any of any documents 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 Midwest Delphi or any of its Subsidiaries with the Securities and Exchange Commission SEC or any successor agency securities exchange pursuant to Section 13(athe listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (x), 13(c(y) and (z) are referred to herein as "Delphi Public Documents"), 14 or 15(d) and (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (eB) as soon as possible 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 ten 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 SEC, and Delphi shall obtain GM's consent prior to making any change to its Delphi Public Documents or related disclosures which would have an effect upon GM's financial statements or related disclosures. In addition to the foregoing, no Delphi Public Document or any other document which refers, or contains information with respect, to the ownership of Delphi by GM, the separation of Delphi from GM or the Distribution shall be filed with the SEC or otherwise made public by Delphi or any of its Subsidiaries without the prior written consent of GM. (x) Delphi shall, as promptly as practicable, deliver to GM copies of all annual and other budgets and financial projections (consistent in terms of format and detail and otherwise with the procedures in effect on the date hereof) relating to Delphi or any of its Subsidiaries and shall provide GM an opportunity to meet with management of Delphi to discuss such budgets and projections. (xi) With reasonable promptness, Delphi shall deliver to GM such additional financial and other information and data with respect to Delphi and its Subsidiaries and their business, properties, financial positions, results of operations and prospects as from time to time may be reasonably requested by GM. (xii) Prior to issuance, Delphi shall deliver to GM copies of substantially final drafts of all press releases and other statements to be made available by Delphi or any of its Subsidiaries to employees of Delphi or any of its Subsidiaries or to 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 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 information 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 Days after 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 Authorized Officer 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 Midwest obtains 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) knowledge of the occurrence thereofDelphi shall not select a different accounting firm than Deloitte & Touche, notice of any casualty, damage or loss LLP to the Facility, whether or serve as its (and its Subsidiaries') independent certified public accountants ("Delphi's Auditors") without GM's prior written consent (which shall not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or be unreasonably withheld). (ii) knowledge 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. (Aiii) Delphi shall provide to GM on a timely basis all information that GM reasonably requires to meet its schedule for the occurrencepreparation, 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 cancellationproposed determination of, notice 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 those of threatened GM. Nothing in this Section 5.1 shall require Delphi to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or potential cancellation or (B) any material change its business; provided that in the termsevent that Delphi is required under this Section 5.1 to disclose any such information, coverage or amounts Delphi shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceinformation.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Within 120 days after the end of each fiscal year of MSG, the Borrower shall furnish to the Lender, MSG’s consolidated audited balance sheet and related audited statement of operations, stockholders’ equity and cash flows as soon of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the 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 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 MSG as available of the end of and for such year in any event within sixty accordance with GAAP. (60b) Within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of MidwestMSG, the Borrower shall furnish to the Lender, MSG’s consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) sheet as of the end of such Fiscal Quarter fiscal quarter, the related consolidated statement of operations for such fiscal quarter and consolidated statements the then elapsed portion of income 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 cash flows of Midwest (which will include results for MSG and its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the previous Fiscal Year fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and ending with the end absence of such Fiscal Quarter;certain footnotes. (bc) as soon as available and in any event within one-hundred-and-twenty (120) Within 60 days after the end of each Fiscal Year fiscal quarter of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of Teamco (or within 120 days after the end of such Fiscal Year and consolidated statements the last fiscal quarter in the fiscal year of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(aTeamco), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Borrower shall furnish to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic DataLender, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge unaudited management accounts of Teamco for the most recently ended fiscal quarter of Teamco, and in the case of the occurrence thereoflast fiscal quarter in the fiscal year of Teamco, notice unaudited management accounts of any casualtyTeamco for the most recently ended fiscal year of Teamco, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or and (ii) 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 delivery of the Compliance Certificate for the previous fiscal quarter, or if a Default or Event of Default has occurred since such date, stating the nature thereof and what action the Borrower proposes to take with respect thereto, and (Aii) the occurrence, notice of disclosing any cancellation, notice of threatened or potential cancellation or (B) any material change Change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeControl.

Financial Information. Midwest The Borrowers and Holdings shall cause to be delivered deliver to the Owner Trustee, the Owner Lessor, the Owner Participant, Agent and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteeeach Lender: (a) as soon as available practicable and in any event within sixty (60) 60 days after the end of each quarterly period (other than the last quarterly period) (commencing with the fiscal quarter ending September 30, 2021) in each fiscal year (or if earlier, 10 Business Days after the date required to be filed with the SEC), or the date on which another creditor of the any Loan Party first three Fiscal Quarters of each Fiscal Year of Midwestreceives such information, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for Holdings and its Consolidated Subsidiaries) for such Fiscal Quarter and Subsidiaries for the period commencing from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the previous Fiscal Year corresponding period in the preceding fiscal year, all in reasonable detail and ending with certified by an authorized financial officer of the Loan Parties, subject only to changes resulting from year-end of such Fiscal Quarteradjustments; (b) as soon as available practicable and in any event within one-hundred-and-twenty (120) the earlier to occur of 120 days after the end of each Fiscal Year fiscal year of Midwestthe Loan Parties (or if earlier, commencing 10 Business Days after the date required to be filed with the 2013 Fiscal Year, a copy SEC) or the date on which another creditor of the annual audited report for Loan Parties first receives such Fiscal Year for Midwestinformation, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or Holdings and its Subsidiaries for such Fiscal Yearyear and a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, all in reasonable detail and accompanied reasonably satisfactory in scope to the Required Lenders and certified by independent public accountants of recognized standing whose opinion shall be unqualified (other than solely as a result of the upcoming maturity of the Obligations within one year from the time such opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwestis delivered) and otherwise satisfactory in scope and substance to the Required Lenders, which report shall state provided that such consolidated financial statements present fairly opinion shall be deemed otherwise satisfactory if prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior periodsand generally accepted accounting standards; (c) as soon as availabletogether with each delivery of financial statements required by clauses (a) and (b) above, one copy a Compliance Certificate (i) setting forth the aggregate amount of any documents filed by Midwest with Restricted Payments made during such fiscal period and computations showing the Securities and Exchange Commission or any successor agency pursuant to Section 13(acalculation of the covenants in Sections 7.01, 7.03(c), 13(c7.04(d), 14 or 15(dand 7.04(e); (ii) (or any successor sections) listing the Unencumbered Investment Properties and each other asset included in the calculation of Unencumbered Income Producing Assets Value and separately setting forth computations showing the calculation of the Securities Exchange Act Unencumbered Income Producing Assets Value of 1934, as amended each Unencumbered Investment Property and each other asset included therein; and (the “Exchange Act”iii) except stating that to the extent that best of his or her knowledge, after due inquiry, there exists no Default as of the date of the Compliance Certificate, or if any such documents are made publicly available via Default exists, specifying the Securities nature and Exchange Commission’s Electronic Data, Gathering, Analysis period of existence thereof and Retrieval (▇▇▇▇▇) or similar public electronic databasewhat action the Loan Parties propose to take with respect thereto; (d) within ten promptly upon transmission thereof, copies of all such financial, proxy and information statements, notices and other reports as are sent to Holdings’ stockholders generally and copies of all registration statements (10with such exhibits as any holder reasonably requests) Business Days after each anniversary of and all reports which are filed with the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative DocumentsSEC; (e) promptly upon receipt thereof, a copy of each other material report submitted to Holdings or any of its Subsidiaries by independent accountants in connection with any material annual, interim or special audit made by them of the books of Holdings or such Subsidiary pursuant to a request by Holdings’ board of directors; (f) promptly after the furnishing thereof, copies of any certificate or report furnished to any other holder of the debt securities of any Loan Party pursuant to the terms of the Note Purchase Agreement or any other indenture, loan, credit or similar agreement or instrument and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.01; (g) at the time of delivery of the financial statements referenced in Section 6.01(b), an annual forecast of Holdings for the then current fiscal year; (h) annually, a report with respect to the real property of the Loan Parties substantially in form and substance similar to that certain supplemental real estate and financial information report with respect to Holdings reported as soon as of and for the fiscal year ended December 31, 2020 or otherwise in form and substance satisfactory to the Agent; (i) promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, the Act and the Beneficial Ownership Regulation; (j) promptly, notice of any change or possible change in a Debt Rating; (k) promptly, and in any event within ten (10) five Business Days after receipt thereof by any Authorized Officer Loan Party or any Subsidiary thereof, copies of Midwest obtains each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (l) notice of the occurrence of any Default; and (m) promptly, of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following (to the extent they have resulted or could reasonably be expected to result in a Material Adverse Effect) (i) breach or non-performance of, or any default under, a Contractual Obligation of Holdings or any Subsidiary; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving any Loan Party or any Subsidiary or any of their respective properties and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting 82 Holdings or any Subsidiary, including pursuant to any applicable Environmental and Safety Laws. Each Loan Party also covenants that forthwith upon a Responsible Officer obtaining actual knowledge of the occurrence thereofa Default, notice of any casualty, damage or loss it will deliver to the FacilityAgent and the Lenders an Officers’ Certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto. Documents required to be delivered pursuant to Section 6.01(a), whether (b), (d) or not insured(h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, through fireshall be deemed to have been delivered on the date (i) on which Holdings and the Borrowers post such documents, theft, other hazard or casualty, involving provides a probable loss of $5,000,000 or more link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02; or (ii) knowledge on which such documents are posted on Holding’s or a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) Holdings and the Borrowers shall deliver paper copies of such documents to the Agent or any Lender that requests Holdings and the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (Aii) the occurrence, notice Company shall notify the Agent and each Lender (by facsimile or electronic mail) of the posting of any cancellationsuch documents. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, notice and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of threatened such documents. Each Borrower hereby acknowledges that (a) the Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or potential cancellation on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (Bthe “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to such Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material change non-public information with respect to such Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the termsPlatform designated “Public Side Information;” and (z) the Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, coverage or amounts of no Borrower shall be under any policy of insurance which would result in such policy deviating from Prudent Industry Practiceobligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Information. Midwest shall cause to be delivered to (i) So long as any of the Owner TrusteeSecurities remain outstanding, the Owner Lessor, Company will provide the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing information to each Buyer: (aA) as soon as available practicable and in any event within sixty (60) 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of operations, stockholders' equity and cash flows of the first three Fiscal Quarters Company and its Subsidiaries for the period from the beginning of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the current fiscal year to the end of such Fiscal Quarter quarterly period, and a consolidated statements balance sheet of income the Company and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the previous Fiscal Year corresponding period in the preceding fiscal year, and ending with certified by the Chief Financial Officer of the Company, subject to changes resulting from year-end of such Fiscal Quarteradjustments; (bB) as soon as available practicable and in any event within one-hundred-and-twenty (120) 90 days after the end of each Fiscal Year fiscal year, consolidated statements of Midwestoperations, commencing with the 2013 Fiscal Year, a copy stockholders' equity and cash flows of the annual audited report Company and its Subsidiaries for such Fiscal Year for Midwestyear, including therein and the consolidated balance sheets sheet of Midwest the Company and its Subsidiaries as of at the end of such Fiscal Year year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit and consolidated statements certified to the Company by independent public accountants of income and cash flows of Midwest or such Fiscal Year, and accompanied recognized national standing selected by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsCompany; (cC) as soon as promptly after their becoming available, one copy copies of all registration statements and reports which the Company or any documents of its Subsidiaries shall have filed by Midwest with the Securities and Exchange Commission SEC or any successor agency pursuant to Section 13(a), 13(c), 14 national securities exchange or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databasequotation system; (dD) within ten (10) Business Days promptly after each anniversary the mailing thereof to the holders of Common Stock of the Plan Effective DateCompany, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements copies of the Operative Documentsall financial statements, reports and proxy statements so mailed; (eE) as soon as possible promptly after their becoming available, copies of all reports and compliance certificates filed in any event within ten connection with the Financing Agreements and the Congress Facility; and (10F) Business Days after any Authorized Officer true, complete and correct copies of Midwest obtains (i) knowledge of the occurrence thereofall documents, notice of any casualtyreports, damage or loss to the Facility, whether or not insured, through fire, theft, financial data and other hazard or casualty, involving a probable loss of $5,000,000 or more or information that each Buyer may reasonably request. (ii) knowledge The Company shall permit the authorized representatives designated by each Buyer to visit and inspect any of the properties of the Company or any of its Subsidiaries, including their books of account, and to discuss their affairs, finances and accounts with their officers, all at such times as each Buyer may reasonably request. (Aiii) Each Buyer shall have the occurrenceright to consult with and advise the management of the Company and its subsidiaries, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeCompany and its Subsidiaries.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (ai) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at Until the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; sixth (b6th) as soon as available and in any event within one-hundred-and-twenty (120) days full fiscal year occurring after the end of each Fiscal Year of MidwestClosing Date, commencing with the 2013 Fiscal Year, a copy members of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report Remainco Group shall state that such consolidated financial statements present fairly reasonably cooperate in all material respects the financial position for the periods indicated in conformity good faith with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary ▇ Partner to enable ▇▇▇▇▇▇ Partner to timely prepare and file SEC and PCAOB compliant consolidated financial statements that include the financial results of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;Spinco Business. Merger Partner shall promptly reimburse (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge Until the end of the sixth (6th) full fiscal year occurring after the Closing Date, the members of the Merger Partner Group shall reasonably cooperate in good faith with Remainco to enable Remainco to timely prepare and file SEC and PCAOB compliant consolidated financial statements or complete a financial statement audit for any period during which the financial results of the Spinco Business were consolidated with those of Remainco. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (A) Merger Partner shall authorize and reasonably request that its auditors make available to Remainco’s auditors, within a reasonable time prior to the occurrencedate of Remainco’s auditors opinion or review report, notice both (1) the personnel who performed or will perform the annual audits and quarterly reviews of Spinco and (2) work papers related to such annual audits and quarterly reviews, to enable Remainco’s auditors to perform any cancellation, notice procedures reasonably necessary to take responsibility for the work of threatened Spinco’s auditors as it relates to Remainco’s auditors’ opinion or potential cancellation or report and (B) any material change until all governmental audits are complete, Merger Partner shall provide reasonable access during normal business hours for Remainco’s internal auditors, counsel and other designated representatives to (1) the premises of the members of the Spinco Group, all Information (and duplicating rights) within the knowledge, possession or control of the members of the Spinco Group and (2) the officers and employees of the members of the Spinco Group, so that Remainco may conduct reasonable audits relating to the financial statements provided by the members of the Spinco Group; provided that such access shall not be unreasonably disruptive to the business and affairs of the members of the Spinco Group. Remainco shall promptly reimburse Merger Partner for the reasonable out-of-pocket third-party costs and expenses, if any, incurred in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceconnection with this Section 5.13(b)(ii).

Financial Information. Midwest shall cause Lessee also agrees to be delivered furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of Lessor during the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeTerm: (a1) as soon as available possible and in any event within ten (10) days after the occurrence of a Default or Lessee Event of Default, a certificate of Lessee, signed by a vice president of Lessee, setting forth in detail the nature of such Default or Lessee Event of Default and the action which the Lessee proposes to take with respect thereto; (2) from time to time, such information as Lessor may reasonably request with respect to the operations of Lessee in order to determine whether the covenants, terms and provisions of this Lease have been complied with by Lessee; (3) such information as may be required to enable Lessor to file any reports required to be filed with any Governmental Authority because of Lessor's ownership of the Items of Equipment; (4) as soon as available, quarterly and year-end unaudited Reports of Financial and Operating Statistics for Large Certified Air Carriers (U.S. Department of Transportation Form 41 Schedule A); (5) as soon as available, and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters fiscal quarters, an unaudited balance sheet of each Fiscal Year of Midwestthe Lessee and its consolidated subsidiaries, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter quarter and consolidated related unaudited statements of income and cash flows retained earnings of Midwest (which will include results for the Lessee and its Consolidated Subsidiaries) for such Fiscal Quarter and consolidated subsidiaries, setting forth in each case in comparative form the corresponding figures for the corresponding period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarterpreceding fiscal year; (b6) as soon as available available, and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year fiscal year of Midwest, commencing with the 2013 Fiscal YearLessee, a copy of the annual audited financial report for the Lessee for such Fiscal Year for Midwestyear, including therein consolidated a balance sheets sheet of Midwest Lessee as of the end of such Fiscal Year fiscal year and consolidated related statements of income and cash flows retained earnings and changes in financial position of Midwest or the Lessee for such Fiscal Yearfiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied as certified by the opinion of KPMG LLP or other internationally recognized independent auditors selected by MidwestLessee's public accountants, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsincluding their certificate and accompanying comments; (c7) as soon as promptly upon their becoming available, one copy of any documents each financial statement, report, notice or proxy statement sent by Lessee to stockholders generally and of each regular or periodic report, registration statement or prospectus filed by Midwest Lessee with any securities exchange or the Securities and Exchange Commission or any successor agency pursuant to Section 13(a)agency, 13(c), 14 or 15(d) (or and of any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;order issued by any Governmental Authority in any proceeding in which Lessee is a party; and (d) within ten (10) Business Days after each anniversary of 8) from time to time, such statistical information concerning the Plan Effective DateIn-Use Aircraft as Lessor may reasonably request to enable Lessor to evaluate, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in calculate and/or report any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeTaxes.

Financial Information. Midwest shall cause to be delivered At the expense of the Borrower, deliver to the Owner Trustee, Administrative Agent in a sufficient number of copies for distribution by the Owner Lessor, Administrative Agent to the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLenders: (a) as soon as available but not later than ninety (90) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (together with a Compliance Certificate), all in any event within sixty reasonable detail, which shall include at least the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (60b) as soon as available but not less than forty-five (45) days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of Midwestthe Borrower, a quarterly interim consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as sheet of the end Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of such Fiscal Quarter funds (together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for complete by the period commencing at the end chief financial officer of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsBorrower; (c) as soon as availablewithin ten (10) days of the filing thereof, one copy copies of any documents all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databasegovernmental authority; (d) within ten (10) Business Days after each anniversary promptly upon the mailing thereof to the Trustee, copies of the Plan Effective Dateall financial statements, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;reports, notices and other communications provided thereto; and (e) such other 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 soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss Administrative Agent may from time to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.time reasonably request;

Financial Information. Midwest The Borrower shall cause to be delivered promptly furnish to the Owner TrusteeLender or its agents all such financial information as the Lender shall reasonably request, and notify its auditors and accountants that the Lender is authorized to obtain such information directly from them. Without limiting the foregoing, the Owner LessorBorrower and its Subsidiaries shall furnish to the Lender, in such detail as the Lender shall request, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty (60) not later than 105 days after the end close of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the Borrower's annual report on Form 10-K filed with the Securities and Exchange Commission or, if the Borrower is no longer required to file an annual report on Form 10-K with the Securities and Exchange Commission, consolidated and consolidating audited report balance sheets, and statements of operation, and stockholders equity and cash flows for the Borrower and its consolidated Subsidiaries for such Fiscal Year, and the accompanying 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 for Midwestthen ended, including therein and prepared in accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards and accompanied by a report thereon unqualified as to scope by independent certified public accountants selected by the Borrower and reasonably satisfactory to the Lender. (b) As soon as available, but in any event not later than 50 days after the close of each fiscal quarter other than the fourth quarter of a Fiscal Year, a copy of the Borrower's quarterly report on Form 10-Q filed with the Securities and Exchange Commission or, if the Borrower is no longer required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, consolidated and consolidating unaudited condensed balance sheets of Midwest the Borrower and its consolidated Subsidiaries as of at the end of such Fiscal Year quarter, and consolidated and consolidating unaudited condensed statements of income and cash flows for the Borrower and its consolidated Subsidiaries for such quarter and for the period from the beginning of Midwest or the Fiscal Year to the end of such Fiscal Yearquarter, together with the accompanying notes, if any, thereto, all in reasonable detail fairly presenting the financial position and accompanied by results of operation of the opinion of KPMG LLP or other internationally recognized independent auditors selected by MidwestBorrower and its consolidated Subsidiaries as at the date thereof and for such periods, which report prepared in accordance with GAAP consistent with the audited Financial Statements required pursuant to Section 8.2(a). Such statements shall state that such consolidated financial statements present be certified to be fairly stated in all material respects by the chief financial position for or accounting officer of the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;Borrower, subject to normal year-end adjustments. (c) as As soon as available, one copy but in any event not later than 30 days after the end of each month, consolidated and consolidating unaudited balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such month, and consolidated and consolidating unaudited statements of income and expenses 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 operation of the Borrower and its consolidated Subsidiaries as at the date thereof and for such periods, and 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 the Borrower, 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 accountants 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 documents filed fact or condition which then constituted an Event or Event of Default under Sections 10.20 through 10.24, except for those, if any, described in reasonable detail in such certificate. (e) With each of the 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 the Borrower (i) setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with its covenants set forth in Sections 10.20 through 10.24 during the period covered in such Financial Statements, and (ii) 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 as 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 Midwest such Financial Statements and (iii) describing and analyzing in 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, or 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 Borrower has taken or proposes to take with respect thereto. (f) No sooner than 90 days prior to the beginning of, and not later than January 30 of, each Fiscal Year, consolidated and consolidating projected balance sheets, statements of income and expense, and statements of cash flow for the Borrower and its Subsidiaries on a consolidated basis as at the end of and for each month of such Fiscal Year. (g) Within 50 days after the end of each fiscal quarter, a report of the Capital Expenditures of the Borrower and its Subsidiaries for such quarter and, if the Borrower is no longer required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission or any successor agency Commission, a statement of cash flow for the Borrower and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such quarter, prepared in accordance with GAAP consistent with the audited Financial Statements required pursuant to Section 13(a8.2(a). (h) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which the Borrower makes available to its stockholders. (i) Promptly after the filing of any regular, periodic or special reports (other than those delivered pursuant to a different clause of this Section 8.2), 13(c)registration statement, 14 or 15(d) (prospectus or any successor sections) amendment to any of the Securities Exchange Act foregoing by the Borrower or any of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via its Subsidiaries with the Securities and Exchange Commission’s Electronic Data, Gatheringcopies of each such report, Analysis and Retrieval (▇▇▇▇▇) registration statement, prospectus or similar public electronic database;amendment. (dj) within ten (10) Business Days after each anniversary Promptly following the request of the Plan Effective DateLender, a certificate from Midwest’s insurers copy of each annual report or insurance agents evidencing that the insurance policies in place satisfy the requirements other filing or notice filed with respect to each Plan of the Operative Documents;Borrower or any ERISA Affiliate with the PBGC, DOL, or IRS. (ek) Such additional information as soon as possible the Lender may from time to time reasonably request regarding the financial and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge business affairs of the occurrence thereofBorrower or any Subsidiary, notice including, without limitation, projections of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving future operations on both a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceconsolidated and consolidating basis.

Financial Information. Midwest shall cause to be delivered At the expense of the Borrower, deliver to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAgent: (a) as soon as available but not later than 105 days after the end of each fiscal year of the Borrower complete copies of the consolidated financial reports of the Borrower and its Subsidiaries (in any event within sixty the case of the Borrower, together with a Compliance Certificate), all in reasonable detail, which shall include at least the consolidated balance sheet of such entity and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm; (60b) as soon as available but not less than 60 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of Midwest, the Borrower a quarterly interim consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as sheet of the end Borrower and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest funds (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for in the period commencing at the end case of the previous Fiscal Year Borrower, together with a Compliance Certificate), all in reasonable detail, unaudited, but certified to be true and ending with complete by the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy chief financial officer of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsBorrower; (c) as soon as availablewithin 30 days of the filing thereof, one copy copies of any documents all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which the Borrower shall have filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databasegovernmental authority; (d) within ten (10) Business Days after each anniversary promptly upon the mailing thereof to the shareholders of the Plan Effective DateBorrower, a certificate from Midwest’s insurers or insurance agents evidencing that copies of all financial statements, reports, proxy statements and other communications provided to the insurance policies in place satisfy the requirements of the Operative Documents;Borrower's shareholders; and (e) as soon as possible such other statements (including, without limitation, monthly consolidated statements of operating revenues and in any event within ten (10) Business Days after any Authorized Officer expenses), operating logs for each Existing Project, lists of Midwest obtains (i) knowledge assets and accounts, budgets, forecasts, reports and other financial information with respect to the business of the occurrence thereofBorrower as the Agent may from time to time reasonably request, notice certified to be true and complete by the chief financial officer of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.Borrower;

Financial Information. Midwest The Borrower shall cause promptly furnish to be delivered each Lender, all such financial information as the Agent shall reasonably request. Without limiting the foregoing, the Borrower will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than one hundred and twenty (60120) days after the close of each Fiscal Year, consolidated audited and consolidating audited balance sheets, and statements of income and expense, cash flow and of stockholders’ equity for the Borrower and its Subsidiaries for such Fiscal Year, and the accompanying 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 audited financial statements prepared by them is for use by the Agent and the Lenders. The Borrower hereby authorizes the Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to the Borrower and to discuss directly with the Agent the finances and affairs of the Borrower. (b) As soon as available, but in any event not later than forty fivethirty (4530) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonth, consolidated and consolidating unaudited balance sheets of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter month, and consolidated and consolidating unaudited statements of income and expense and cash flows of Midwest (which will include results flow for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter month and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such Fiscal Quarter;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 prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 7.2(a). The Borrower shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments, the Borrower’s financial position as at the dates thereof and its results of operations for the periods then ended. (bc) as As soon as available and available, but in any event within one-hundred-and-twenty not later than forty five (12045) days after the end of each quarter, consolidated and consolidating unaudited balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarter, and consolidated and consolidating unaudited statements of income and expense and cash flow for the Borrower and its consolidated Subsidiaries for such quarter and for the period from the beginning of the Fiscal Year to the end of Midwestsuch quarter, commencing 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 prepared in accordance with GAAP applied consistently with the 2013 audited Financial Statements required to be delivered pursuant to Section 7.2(a). The Borrower shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly, subject to normal year-end adjustments, the Borrower’s financial position as at the dates thereof and its results of operations for the periods then ended. (d) With each of the audited Financial Statements delivered pursuant to Section 7.2(a), a certificate of the independent certified public accountants 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. (e) With each of the annual audited Financial Statements delivered pursuant to Section 7.2(a), and within forty-five (45) days after the end of each fiscal quarter (and each month if Section 7.2(b) is then applicable), a certificate of the chief financial officer of the Borrower (i) setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with the covenants set forth in Sections 9.18 through 9.22 during the period covered in such Financial Statements and as at the end thereof, and (ii) 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 such Financial Statements, (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 YearYear 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. (f) By December 15, 2017, forecasts (the “Initial Forecasts”) as at the end of and for each month for the period (the “Initial Period”) from December 1, 2017 through March 31, 2019 (to include forecasted consolidated and consolidating balance sheets, statements of income and expenses and statements of cash flow) for the Borrower and its Subsidiaries and include in the certificate required under Section 7.2(e) within 45 days after the end of any fiscal quarter, a report and explanation of any variance between the forecasted performance for such fiscal quarter and the actual performance for such fiscal quarter (the Initial Forecasts shall subsequently be updated or revised (and such updated or revised forecasts further updated or revised) by Borrowers for all such variances, for the period remaining in the Initial Period plus 3 months for each subsequent update or revision. (g) Promptly after filing with the PBGC and the IRS, a copy of the each annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as or other filing filed with respect to each Plan of the end Borrower. (h) Promptly upon the filing thereof, copies of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearall reports, and accompanied by the opinion of KPMG LLP if any, to or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest the Borrower or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by the Borrower or any successor agency pursuant of its Subsidiaries to Section 13(a), 13(c), 14 or 15(dfrom 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 successor sections) such Subsidiary or of any Debt for Borrowed Money of the Borrower or any of its Subsidiaries registered under the Securities Exchange Act of 1934, as amended (1933 or to or from the “Exchange Act”) except to trustee under any indenture under which the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;same is issued. (di) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as As soon as possible and available, but in any event within ten (10) Business Days 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 Authorized Officer of Midwest obtains (i) knowledge independent certified public accountants of the occurrence thereofBorrower. (j) Promptly after their preparation, notice copies of any casualtyand all proxy statements, damage financial statements, and reports which the Borrower makes available to its shareholders. (k) Promptly after filing with the IRS, a copy of each tax return filed by the Borrower or loss by any of its Subsidiaries. (l) By the 15th day of each month, a 13-week cash flow projection. (m) Such additional information as the Agent and/or any Lender may from time to time reasonably request regarding the Facility, whether financial and business affairs of the Borrower or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSubsidiary.

Financial Information. Midwest shall (i) The Borrower hereby covenants and agrees to furnish, or cause to be delivered furnished, to the Owner Trustee, Administrative Agent the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing 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 accurate as soon as available of the date of such reports, prepared in accordance with accrual basis accounting principles (following GAAP), consistently applied, including balance sheets, income statements, and in any event cash flow statements covering the operation of the Mortgaged Premises and the Borrower for the previous calendar year, and a current Rent Roll for the Mortgaged Premises, delivered to the Administrative Agent by an Authorized Person; (b) if requested by the Administrative Agent, quarterly, within sixty forty-five (6045) days after the end last day of each of the four calendar quarters in each calendar year, unaudited quarterly financial reports, which shall be correct, complete, and accurate as of the date of such reports, prepared 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 previous calendar quarter and a current Rent Roll for the 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 applicable request from the Administrative Agent and (2) the first three Fiscal Quarters day of each Fiscal Year the calendar month immediately following the calendar month for which the Administrative Agent’s request is made, a balance sheet of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of the end of such Fiscal Quarter and consolidated the applicable calendar month, income statements of income and cash flows flow statements covering the operation of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter the Mortgaged Premises and the Borrower during the applicable calendar month, a current Rent Roll for the period commencing Mortgaged Premises, and a report of tenant delinquencies at the end of the previous Fiscal Year Mortgaged Premises, which reports shall be correct, complete, and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest accurate as of the end date of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearreports, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except delivered to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;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 Guarantor on the Closing Date, the Borrower shall promptly deliver to the Administrative Agent, within ten (10) Business Days after days following the occurrence of such event, an updated organizational chart with respect to the Borrower, in form, substance, and detail acceptable to the Administrative Agent, which organizational chart shall, among other things, (A) reflect any Permitted Transfers that have occurred, (B) specify each anniversary then-current Key Sponsor and each such [LOAN AGREEMENT] Voya Loan No. 30340 Key Sponsor’s then-current aggregate ownership interest in the Borrower, (C) specify each Guarantor’s then-current aggregate ownership interest in the Borrower, and (D) be true, correct, and complete as of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements date of the Operative Documents;such chart. (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge The Administrative Agent shall have the right at any time and from time to time to request such additional financial information as the Administrative Agent determines is necessary or appropriate, including, without limitation, updated Rent Rolls for the Mortgaged Premises for purposes of monitoring current leasing activities at the Mortgaged Premises. (Aiii) If the occurrenceBorrower omits to deliver as required any report or statement required by this Section 3.10, and 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 cancellationother remedy for the occurrence of an Event of Default as provided for in this Agreement and the other Loan Documents, notice to make an audit of threatened all books and records of the Borrower including its bank accounts which in any way pertain to the Mortgaged Premises and to prepare the statement or potential cancellation statements which the Borrower failed to procure and deliver. Such statement or (B) any material change in statements shall be prepared by an independent certified public accountant to be selected by the termsAdministrative Agent. The Borrower shall pay all costs and expenses of such audit and other services, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceexpenses 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. Midwest The Borrower shall cause promptly furnish to be delivered each Lender, all such financial information as the Co-Agents shall reasonably request. Without limiting the foregoing, the Borrower will furnish to the Owner TrusteeCo-Agents, in sufficient copies for distribution by the Administrative Agent to each Lender, in such detail as the Co-Agents or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, consolidated audited balance sheets, and statements of income and expense, cash flow and of stockholders' equity for the Borrower and its Subsidiaries for such Fiscal Year, and the accompanying 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 copies to the Co-Agents and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants' services and having audited financial statements prepared by them is for use by the Co-Agents and the Lenders. The Borrower hereby authorizes the Co-Agents to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Co-Agents any and all financial statements and other supporting financial documents and schedules relating to the Borrower and to discuss directly with the Co-Agents the finances and affairs of the Borrower. (b) As soon as available, but in any event not later than thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonth, consolidated unaudited balance sheets of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter month, and consolidated and consolidating unaudited statements of income and expense and cash flows of Midwest (which will include results flow for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter month and for the period commencing at from the end beginning of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.end

Financial Information. Midwest shall cause The Borrower has furnished or caused to be delivered furnished to the Owner TrusteeCredit Parties (i) the unaudited balance sheets of the Borrower, on a consolidated basis with the Owner LessorRestricted Subsidiaries, and of LaunchCo and InternetCo, each on a consolidated basis with its Subsidiaries, and the Owner Participantrelated 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 as long as the Lien fiscal quarter ended March 31, 2002, and (ii) the audited balance sheet of the Lease Indenture has not been terminated or dischargedBorrower, on a consolidated basis with the Lease Indenture Trustee Restricted Subsidiaries, and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated unaudited balance sheets of Midwest (which will include results for InternetCo and LaunchCo, each on a consolidated basis with its Consolidated Subsidiaries) as of , and the end of such Fiscal Quarter and consolidated statements related audited statement of income and retained earnings or deficit and related statements of cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending Borrower, on a consolidated basis with the end of such Fiscal Quarter; (b) as soon as available Restricted Subsidiaries, and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements related unaudited statement of income and retained earnings or deficit and related statements of cash flows of Midwest or such Fiscal YearInternetCo and LaunchCo, and accompanied by each on a consolidated basis with its Subsidiaries, in each case for the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwestnine (9) month period ended December 31, 2001, which report shall state that such consolidated financial statements are, to the best of the Borrower's knowledge, complete and correct in all material respects and present fairly in all material respects in accordance with GAAP the financial position for of the periods indicated in conformity with GAAP applied Borrower, on a consolidated basis consistent with prior periods; the Restricted Subsidiaries, and of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries on and as at December 31, 2001 (c) collectively, the "Financial Statements"). As of the Agreement Date, none of the Borrower Parties has any material liabilities, contingent or otherwise which would be required to be disclosed in accordance with GAAP, other than as soon disclosed in the financial statements referred to in the preceding sentence or as availableset forth or referred to in this Agreement, one copy and there are no material unrealized losses of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act Borrower Parties and no anticipated losses of 1934, as amended (any of the “Exchange Act”) except Borrower Parties other than those set forth in the Projections which have been disclosed in writing to the extent that such documents are made publicly available via Credit Parties prior to the Securities Agreement Date and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary identified as such. The Projections represent the Borrower's best estimate of projected future operations as of the Plan Effective Agreement Date, a certificate from Midwest’s insurers or insurance agents evidencing that and to the insurance policies in place satisfy the requirements best of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of Borrower's knowledge, there exist no facts or circumstances which the occurrence thereof, notice of any casualty, damage or loss Borrower believes could be reasonably likely to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving cause a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material materially adverse change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeProjections; it being recognized by the Lenders that business projections are not to be viewed as facts and that actual results may differ.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Seller shall, and in any event within sixty (60) days after the end of shall cause each of its Subsidiaries to, use commercially reasonable efforts to cooperate with and assist, and shall cause its independent accountants to cooperate and assist, Purchaser in preparing such information packages and offering materials as the first three Fiscal Quarters parties to the Commitment Letters may reasonably request (collectively, the "Offering Materials") for use in connection with the offering and/or syndications of debt securities, loan participations and other matters contemplated by the Commitment Letters (the "Offerings"), 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 the parties to such Commitment 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 Fiscal Year month from signing until Closing, Seller shall provide Purchaser with a consolidated income statement (by total company and by division) and a consolidated statement of Midwest, cash flows and a consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) sheet as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending month, each prepared in accordance with the end of such Fiscal Quarter; (b) as soon as available and in any event GAAP, within one-hundred-and-twenty (120) 25 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;month. (c) Seller shall instruct Ernst & Young LLP to conduct an audit of the financial statements for the Included Subsidiaries as soon as availableof, one copy 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 documents filed by Midwest excess). The cost of any special bonuses payable to employees of the Acquired Companies in connection with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) conduct of the Securities Exchange Act audit shall be borne fifty percent by Purchaser or the Surviving Corporation and fifty percent by Seller, up to a maximum of 1934$20,000 (and if such costs shall be in excess of $20,000, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary then Seller shall be liable for payment of any excess). Seller shall provide Purchaser a reasonably detailed statement of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements cost of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicework performed by Ernst & Young LLP.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Within 120 days after the end of each fiscal year of Parent, the 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 soon of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the 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 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 available of the end of and for such year in any event within sixty accordance with GAAP. (60b) Within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of MidwestParent, the Borrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) sheet as of the end of such Fiscal Quarter and fiscal quarter, the related consolidated statements of income 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 Midwest (which will include results for Parent and its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the previous Fiscal Year fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and ending with the end absence of such Fiscal Quarter;certain footnotes. (bc) as soon as available and in any event within one-hundred-and-twenty (120) Within 60 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal quarter of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of Borrower (or within 120 days after the end of such Fiscal Year and consolidated statements the last fiscal quarter in the fiscal year of income and cash flows the Borrower), the Borrower shall furnish to the Agent, on behalf of Midwest or such Fiscal Yeareach Lender, (i) unaudited management accounts of the Borrower for the most recently ended fiscal quarter of the Borrower, and accompanied by in the opinion case of KPMG LLP or other internationally recognized independent auditors selected by Midwestthe last fiscal quarter in the fiscal year of the Borrower, which report shall state that such consolidated financial statements present fairly in all material respects unaudited management accounts of the financial position Borrower for the periods indicated most recently ended fiscal year of the Borrower (in conformity with GAAP applied on each case in a basis form consistent with reports provided by or on behalf of the Borrower prior periods; to the Second Amendment Effective Date), and (cii) a certificate of the Borrower signed by a Financial Officer and in substantially the form attached hereto as soon 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 availableof such Quarterly Evaluation Date, one copy of any documents filed by Midwest (iiiC ) setting forth reasonably detailed calculations demonstrating compliance with the Securities covenant set forth in Section 5.16 and, at any 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 Exchange Commission (vE) disclosing any change in 10% or more of the direct ownership interests of the Borrower or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) change in ownership of the Securities Exchange Act Borrower which has resulted in a change in the Controlling Owner of 1934the Borrower, as amended (in either case, that occurred since the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;previous Quarterly Evaluation Date. (d) within ten (10) Business Days after each anniversary 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 Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that USA PATRIOT Act and the insurance policies in place satisfy the requirements of the Operative Documents;Beneficial Ownership Regulation. (e) as soon as possible and in any event within ten (10) Business Days Prior to the date that is 90 days after any Authorized Officer the commencement of Midwest obtains (i) knowledge each fiscal year of the occurrence thereofBorrower, notice of any casualty, damage or loss the Borrower shall deliver to the FacilityAgent, whether or not insuredon behalf of each Lender, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in consolidated budget for such policy deviating from Prudent Industry Practicefiscal year.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Attached as soon as available Schedule 2.6 are true and complete copies of (i) the compiled balance sheet of Sellers for Sellers’ 2016 and 2015 fiscal years and for the seven month period ended July 31, 2017 (the “Latest Balance Sheet”) and the related income statements of Sellers for the corresponding periods then ended (collectively, the financial statements described in any event within sixty this Section 2.6(a)(i), the “Financial Statements”), (60ii) days after the end of each a detailed aging summary of the first three Fiscal Quarters of each Fiscal Year of MidwestAcquired Accounts Receivable and the Excluded Accounts Receivable, consolidated balance sheets of Midwest aged by invoice date and customer (which will include results for its Consolidated Subsidiaries) the “Aged A/R Report”), as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end date of the previous Fiscal Year and ending with the end Latest Balance Sheet, (iii) a detailed report of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end Sellers’ prepaid expenses, including a description of each Fiscal Year of Midwest14 prepaid expense and the value assigned to each, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end date of such Fiscal Year the Latest Balance Sheet, (iv) a detailed report of Sellers’ fixed assets, including a description of each fixed asset and consolidated statements the value assigned to each, as of income 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 cash flows bonuses, including a description of Midwest or such Fiscal Yeareach accrued incentive and bonus and the value assigned to each, and accompanied by as of the opinion date of KPMG LLP or other internationally recognized independent auditors selected by Midwestthe Latest Balance Sheet, which (vii) a detailed report shall state that such consolidated financial statements 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 position condition of the Business as a whole at the dates specified and the results of its operations for the periods indicated specified. The Financial Information has been prepared from the books and Records of Sellers, which accurately and fairly reflect in conformity with GAAP applied all material respects the transactions of, acquisitions and dispositions of assets by and incurrence of Liabilities by the Business. (b) Sellers do not have any Liabilities of or relating to the Business except for: (i) Liabilities reflected on a basis the Latest Balance Sheet; (ii) current Liabilities incurred in the ordinary course of business, consistent with prior periods;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) as soon as available, one copy of any documents filed 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 Midwest with Sellers or on their behalf in the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) ordinary course of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Business. Except to the extent that paid prior to the Closing Date, such documents Acquired Accounts Receivable are made publicly available via current and collectible net of any respective reserves shown in the Securities Financial Information, which reserves are adequate and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary calculated consistent with past practice in the ordinary course of the Plan Effective 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 120 days after the Closing Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered Furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLender: (a) as soon as available and available, but in any event within sixty one hundred eighty (60180) days after the end of each fiscal year of the first three Fiscal Quarters of Borrower, commencing with the fiscal year ending March 31, 2024 and continuing for each Fiscal Year of Midwestfiscal year thereafter, (i) the audited consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of at the end of such Fiscal Quarter fiscal year and the related consolidated statements of income and income, cash flows of Midwest and changes in members’ equity (which will include results for its Consolidated Subsidiariesor comparable statement) for such Fiscal Quarter 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 period commencing at previous year, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the end of the previous Fiscal Year and ending with the end of such Fiscal QuarterLender; (b) as soon as available and available, but in any event within one-hundred-and-twenty thirty (12030) days after the end of each Fiscal Year of Midwest, fiscal monthquarter commencing with the 2013 Fiscal Yearfiscal month ending July 31, a copy 2023quarter ended September 30, 2024 and continuing for each fiscal monthquarter thereafter, an unaudited consolidated balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Borrower as of at the end of such Fiscal Year fiscal monthquarter and the related unaudited consolidated statements of income and income, cash flows of Midwest and changes in shareholder equity (or comparable statement) for such Fiscal Yearfiscal monthquarter setting forth the fair market value, number, and accompanied volume of holdings of all underlying investments, certified by the opinion of KPMG LLP chief financial officer, controller or other internationally recognized independent auditors selected by Midwestappropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its results of operation, which report shall state that such consolidated cash flow and changes in financial position (subject to year-end adjustments), with all of the financial statements present fairly in the foregoing clauses (a) and (b) to be complete and correct in all material respects and to be prepared in reasonable detail acceptable to the financial position for the periods indicated Lender and in conformity accordance with GAAP applied on a basis consistent with prior periodsGAAP; (c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as soon as availableto the matters set forth therein and (ii) a summary of performance of each Underlying Fund and Permitted Investment, one copy 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 documents filed by Midwest with Permitted Investment, and (B) all Underlying Funds and other Permitted Investments acquired during the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934applicable monthquarter, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databaseapplicable; (d) within ten on the thirtieth (10or, if there is no corresponding day in any applicable fiscal month, the last calendar day of such fiscal month) Business Days after calendar day of each anniversary fiscal month, commencing on July 31, 2023, a current, correct and complete (i) internally prepared schedule of all Permitted Investments of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements Loan Parties and (ii) chart of the Operative DocumentsLoan 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) as soon as possible promptly upon receipt thereof, copies of all financial statements, reports and in other material information and other material correspondence sent to or received by the Borrower or any event within ten (10) Business Days after other Loan Party from any Authorized Officer Underlying Fund or any other issuer of Midwest obtains (i) knowledge 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 occurrence Borrower, any other Loan Party, the Investment Advisor or any of their respective Subsidiaries; (f) promptly after the execution thereof, notice copies of any casualty, damage all material amendments or loss other material changes to the FacilityProspectus or the Fund Policies, whether the Distribution Agreement, 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 Lender’s written request, any other financial statements, reports or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) information with respect to any Loan Party reasonably requested by the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeLender.

Financial Information. Midwest shall cause to be delivered Furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLender: (a) as soon as available and available, but in any event within sixty one hundred eighty (60180) days after the end of each fiscal year of the first three Fiscal Quarters of Borrower, commencing with the fiscal year ended March 31, 2021 and continuing for each Fiscal Year of Midwestfiscal year thereafter, (i) the audited consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of at the end of such Fiscal Quarter fiscal year and the related consolidated statements of income and income, cash flows of Midwest and changes in members’ equity (which will include results for its Consolidated Subsidiariesor comparable statement) for such Fiscal Quarter 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 period commencing at previous year, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the end of the previous Fiscal Year and ending with the end of such Fiscal QuarterLender; (b) as soon as available and available, but in any event within one-hundred-and-twenty thirty (12030) days after the end of each Fiscal Year of Midwest, fiscal month commencing with the 2013 Fiscal Yearfiscal month ended November 30, a copy 2020 and continuing for each fiscal month thereafter, an unaudited consolidated balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Borrower as of at the end of such Fiscal Year fiscal month and the related unaudited consolidated statements of income and income, cash flows of Midwest and changes in shareholder equity (or comparable statement) for such Fiscal Yearfiscal month setting forth the fair market value, number, and accompanied volume of holdings of all underlying investments, certified by the opinion of KPMG LLP chief financial officer, controller or other internationally recognized independent auditors selected by Midwestappropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its results of operation, which report shall state that such consolidated cash flow and changes in financial position (subject to year-end adjustments), with all of the financial statements present fairly in the foregoing clauses (a) and (b) to be complete and correct in all material respects and to be prepared in reasonable detail acceptable to the financial position for the periods indicated Lender and in conformity accordance with GAAP applied on a basis consistent with prior periodsGAAP; (c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as soon as availableto the matters set forth therein and (ii) a summary of performance of each Underlying Fund and Permitted Investment, one copy 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 documents filed 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 Loan Parties and (ii) chart of the Loan Parties’ Deposit Accounts, Securities Accounts and Commodity Accounts in substantially the form provided by Midwest with the Securities Borrower to the Lender prior to the Closing Date; (e) promptly upon receipt thereof, copies of all financial statements, reports and Exchange Commission other material information and other material correspondence sent to or received by the Borrower or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (other Loan Party from any Underlying Fund or any successor sections) 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 Securities Exchange Act Borrower, any other Loan Party, the Investment Advisor or any of 1934their respective Subsidiaries; (f) promptly after the execution thereof, as amended (the “Exchange Act”) except copies of all material amendments or other material changes to the extent that such documents are made publicly available via Prospectus or the Securities Fund Policies, the Investment Management Agreement, any Investment Sub-Advisory Agreement, and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval any new investment advisory contract entered into after the Closing Date; and (g) promptly upon ▇▇▇▇▇) ▇’s written request, any other financial statements, reports or similar public electronic database; (d) within ten (10) Business Days after each anniversary of information with respect to any Loan Party reasonably requested by the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeLender.

Financial Information. Midwest shall cause to be delivered deliver to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeFacility Agent: (ai) as soon as available but not later than one hundred and fifty (150) days after the end of each fiscal year of the Borrower, complete copies of the consolidated financial reports of the Borrower (together with a Compliance Certificate signed by the Chief Financial Officer of the Borrower), all in any event within reasonable detail, which shall include at least the consolidated balance sheet of the Borrower as of the end of such year and the related consolidated income statement and statement of cash flows for such year, which shall be audited reports; (ii) as soon as available but not later than sixty (60) days after the end of each of the first three Fiscal Quarters Quarter Dates of each Fiscal Year fiscal year of Midwestthe Borrower, a quarterly interim consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as sheet of the end Borrower and the related consolidated income statement and statement of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for together with a Compliance Certificate signed by the period commencing at the end Chief Financial Officer of the previous Fiscal Year Borrower), all in reasonable detail, unaudited, but certified to be true and ending with complete by the end chief financial officer of such Fiscal Quarterthe Borrower; (biii) as soon as available and in any event within one-hundred-and-twenty but not later than thirty (12030) days after the end beginning of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal year of the annual audited report Borrower, the consolidated budget and cash flow projections for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as fiscal year of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsBorrower; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (div) within ten (10) Business Days after each anniversary days of the Plan Effective DateBorrower’s receipt thereof, a certificate copies of all audit letters or other correspondence from Midwest’s insurers or insurance agents evidencing that the insurance policies any external auditors including material financial information in place satisfy the requirements respect of the Operative DocumentsBorrower; (ev) promptly upon any such dispatch, copies of all documents dispatched by the Borrower to its creditors generally; and (vi) such other 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 soon as possible the Creditors may from time to time request, certified (other than with regards to forecasts and in any event within ten (10projections) Business Days after any Authorized Officer of Midwest obtains (i) knowledge to be true and correct copies thereof by the chief financial officers of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.Borrower;

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Attached as soon Schedule 2.6 are true and complete copies of (i) the unaudited balance sheet of Seller for Seller’s 2011 and 2010 fiscal years and as available of October 31, 2012 (the “Latest Balance Sheet”) and in any event within sixty the related unaudited income statements of Seller for the corresponding periods then ended, (60ii) days after the end of each a detailed aging summary of the first three Fiscal Quarters of each Fiscal Year of MidwestAcquired Accounts Receivable and Excluded Accounts Receivable, consolidated balance sheets of Midwest aged by invoice date and customer (which will include results for its Consolidated Subsidiaries) the “Aged A/R Report”), as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end date of the previous Fiscal Year and ending with the end Latest Balance Sheet, (iii) a detailed report of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end Seller’s prepaid expenses, including a description of each Fiscal Year of Midwestprepaid expense and the value assigned to each, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end date of such Fiscal Year the Latest Balance Sheet, (iv) a detailed report of Seller’s fixed assets, including a description of each fixed asset and consolidated statements the value assigned to each, as of income 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 cash flows bonuses, including a description of Midwest or such Fiscal Yeareach accrued incentive and bonus and the value assigned to each, and accompanied by as of the opinion date of KPMG LLP or other internationally recognized independent auditors selected by Midwestthe Latest Balance Sheet, which (vii) a detailed report shall state that such consolidated financial statements present 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 position condition of the Business as a whole (or in the case of clauses (ii) through (vii), the items specified therein) at the dates specified and the results of its operations for the periods indicated specified and have been prepared in conformity accordance with GAAP applied 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 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 Business. (b) Seller does not have any Liabilities of or relating to the Business except for: (i) Liabilities reflected on a basis the Latest Balance Sheet; (ii) current Liabilities incurred in the ordinary course of business, consistent with prior periods;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 (as defined below)), which Liabilities in the case of (ii) and (iii) above are not required by GAAP to be reflected in the Latest Balance Sheet. (c) as soon as available, one copy of any documents filed All Acquired Accounts Receivable that are reflected in the Financial Information represent valid obligations arising from services actually performed by Midwest with Seller or on its behalf in the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) ordinary course of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Business. Except to the extent that paid prior to the Closing Date, such documents Acquired Accounts Receivable are made publicly available via the Securities current and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary collectible net of the Plan Effective Daterespective reserves shown in the Financial Information, a certificate from Midwest’s insurers or insurance agents evidencing that which reserves are adequate and calculated consistent with past practice in the insurance policies in place satisfy the requirements ordinary course of the Operative Documents; (e) as soon as possible and Business. Each of such Acquired Accounts Receivable either has been or will be collected in full, net of reserves, without any event setoff, within ten (10) Business Days 120 days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeClosing Date.

Financial Information. Midwest shall cause Furnish to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee each Lender and the Pass Through TrusteeAgent: (ai) as soon as available and available, but in any event within sixty five (605) days of the required date of filing of Form 10-K 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 each fiscal year and the related consolidated statements of income, shareholders' equity and cash flow for such year, 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 period as to the other statements, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the Agent, 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 such accountants and disclosed therein), and all reports on Forms 10-K filed with the Securities and Exchange Commission; (ii) as soon as available, but in any event within five (5) days of the required 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 each quarter and the related consolidated statements of income, shareholders' equity and cash flow for such quarter and year to date, setting forth in each case in comparative form the 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 first three Fiscal Quarters of each Fiscal Year of Midwest, unaudited consolidated balance sheets sheet of Midwest 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 and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of the officers' certificate, of any condition or event which will include results for its Consolidated Subsidiariesconstitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of 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 form of 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 such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the fiscal period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quartercovered thereby; (bv) as soon as available within thirty (30) days after the last day of each month, an Eligible Accounts Certificate in the form of EXHIBIT D hereto, together with aged listings of accounts receivable and in any event accounts payable; (vi) within one-hundred-and-twenty ninety (12090) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal year of the annual audited report for such Fiscal Year for MidwestBorrower, including therein consolidated balance sheets of Midwest as the operating budgets of the end of such Fiscal Year Borrower and consolidated statements of income and cash flows of Midwest or such Fiscal Yearits Subsidiaries, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied each on a basis consistent with prior periodsconsolidated basis; (cvii) as soon as available, one copy of any documents filed by Midwest substantially concurrent with the Securities sending or filing thereof, copies of all reports which the Borrower sends to a majority of its security holders, and Exchange Commission copies of all reports and registration statements which the Borrower or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (of its Subsidiaries files with the S.E.C. or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databasenational securities exchange; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest The Borrower shall cause to be delivered deliver to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeFacility Agent: (ai) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Midwestthe Borrower, the consolidated balance sheets sheet of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of at the end of such Fiscal Quarter fiscal quarter and the related consolidated statements of income and equity and of cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter fiscal quarter and for the period commencing at the end portion of the previous Fiscal Year and ending fiscal year ended with the end last day of such Fiscal Quarterfiscal quarter, all of which shall be in reasonable detail or in the form filed with the SEC, and certified by a Financial Officer of the Borrower, that they fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated and that they have been prepared in accordance with GAAP, in each case, subject to normal year-end audit adjustments and the omission of any footnotes as permitted by the SEC; (bii) as soon as available and in any event within one-hundred-and-one hundred twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal year of the annual audited report Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and equity and of cash flows for such Fiscal Year for Midwest, including therein fiscal year and setting forth consolidated balance sheets of Midwest comparative figures as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated preceding fiscal year, audited by an independent nationally-recognized accounting firm and in conformity the form filed with GAAP applied on a basis consistent with prior periodsthe SEC; (ciii) as soon as available, one copy available but not later than February 15th of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) each fiscal year of the Securities Exchange Act Borrower, the consolidated budget and cash flow projections for such fiscal year of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databaseBorrower; (div) within ten (10) Business Days after each anniversary days of the Plan Effective DateBorrower’s receipt thereof, a certificate copies of all audit letters or other material correspondence from Midwest’s insurers or insurance agents evidencing that the insurance policies any external auditors including material financial information in place satisfy the requirements respect of the Operative Documentseach Obligor; (ev) promptly upon any such dispatch, copies of all documents dispatched by an Obligor to its creditors or its shareholders generally; and (vi) such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial, business and operational information with respect to its business as soon the Facility Agent may from time to time reasonably request, certified (other than with regards to forecasts and projections) to be complete and correct in all material respects in accordance with GAAP, as possible of the date such statements or information was furnished (or, if such statements or information expressly relates to a specific date or dates, as of such specific date or dates) copies thereof by the Chief Financial Officer (or other equivalent Person) of the Borrower; and (vii) within the time periods set forth in Section 9.1(a)(i) and in any event within ten (10ii) Business Days after any Authorized Officer of Midwest obtains above, respectively, for furnishing financial statements, (i) knowledge additional information setting forth calculations if consolidated financial statements of the occurrence thereof, notice of any casualty, damage or loss Borrower and its Subsidiaries are delivered pursuant to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more Section 9.1(a)(i) or (ii), excluding the effects of any Subsidiaries (including Unrestricted Subsidiaries) knowledge of that are not Obligors or Restricted Subsidiaries, and (ii) (A) a written certificate signed by a Responsible Officer, in such Person’s capacity as such, to the occurrenceeffect that no Default or Event of Default then exists or, notice if any such Default or Event of any cancellationDefault exists as of the date of such certificate, notice setting forth a description of threatened such Default or potential cancellation or Event of Default and specifying the action, if any, taken by the Borrower to remedy the same and (B) a Compliance Certificate showing the Borrower’s compliance with the Financial Covenants, setting forth the Collateral Maintenance Ratio; provided that, with respect to information in items (i), (ii) and (v) above, the Borrower will be deemed to have delivered such information to the Facility Agent upon publicly filing such information with the SEC; provided any material change in deemed delivery of such information shall not relieve the terms, coverage or amounts Borrower of its obligation to deliver any policy of insurance which would result in such policy deviating from Prudent Industry Practicerelated Compliance Certificates to the Facility Agent as provided herein.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Pluto shall, from the date hereof until the Closing Date, deliver to Utah, as soon as available and in any event within sixty (60) days reasonably practicable after the end of each date hereof, (A) copies of the first three Fiscal Quarters unaudited combined balance sheet of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Spinco Business as of the end of such Fiscal Quarter each fiscal quarter of Spinco and consolidated the related unaudited combined statements of income income, comprehensive income, equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) the Spinco Business for such Fiscal Quarter and fiscal quarter, together with comparable financial statements for the period commencing at the end corresponding periods of the previous Fiscal Year and ending prior fiscal year, in each case, to the extent required to be included or incorporated by reference in the Securities Filings (collectively, the “Subsequent Unaudited Spinco Financial Statements”), which Subsequent Unaudited Spinco Financial Statements shall have been reviewed by the independent accountant for Spinco in accordance with the end procedures specified by the Public Company Accounting Oversight Board (United States) in AU Section 722 and (B) copies of such Fiscal Quarter; (b1) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy audited combined balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Spinco Business as of the end of such Fiscal Year each fiscal year of Spinco and consolidated the related audited combined statements of income income, comprehensive income, equity and cash flows of Midwest or the Spinco Business for such Fiscal Yearfiscal year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated together with comparable financial statements present fairly in all material respects the financial position for the periods indicated prior fiscal year, in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availableeach case, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via required to be included or incorporated by reference in the Securities Filings (collectively, the “Subsequent Audited Spinco Financial Statements” and, together with the Subsequent Unaudited Spinco Financial Statements, the “Subsequent Spinco Financial Statements”) and Exchange Commission’s Electronic Data(2) an audit report, Gatheringwithout qualification or exception thereto, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;on each of the Subsequent Audited Spinco Financial Statements from the independent accountant for Spinco. (db) within ten (10) In connection any filing to be made by any Spinco Entity with the SEC from and after the Closing, Pluto shall reasonably cooperate with Spinco in connection with Spinco’s preparation of information required to be included in any such filing to the extent relating to the Spinco Business, and furnish Spinco and its Representatives, upon Spinco’s reasonable prior request, with financial and operating data and other information concerning the Spinco Business Days after each anniversary required by such filings, as Spinco and its Representatives may reasonably request solely for the purposes of preparing and making such filings with the SEC. The Parties hereby agree that the provisions of the Plan Effective DateConfidentiality Agreement shall apply to all information and material furnished by any Pluto Entity or its Representatives thereunder and hereunder, a certificate from Midwest’s insurers or insurance agents evidencing and that the insurance policies nothing in place satisfy the requirements of the Operative Documents; (ethis Section 8.25(b) as soon as possible and in shall require Pluto to furnish any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss information other than with respect to the FacilitySpinco Business. Spinco agrees to reimburse Pluto for the reasonable costs of providing or making available information under this Section 8.25(b) and to pay any applicable fees in connection therewith, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in each case as may be set forth in the termsapplicable Transition Services Agreement or, coverage or amounts of any policy of insurance which would result if not set forth in the applicable Transition Services Agreement, calculated in a manner that is consistent with the fees set forth for substantially similar services in such policy deviating from Prudent Industry PracticeTransition Services Agreement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated The audited balance sheets of Midwest the Company as at March 31, 1997, 1998 and 1999 (which will include results for its Consolidated Subsidiariessaid March 31, 1999 balance being referred to herein as the "Balance Sheet" and March 31, 1999 being referred to herein as the "Balance Sheet Date") as and the related statements of operations, cash flows and stockholders' equity of the end Company for the twelve-month periods ended on the respective dates of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending balance sheets, together with the end of such Fiscal Quarter; (b) as soon as available notes and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, schedules thereto and accompanied by the opinion reports thereon of KPMG LLP or other internationally recognized independent auditors selected by MidwestIreland San Filippo, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity LLP, with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except respect to the extent that March 31, 1997 balance sheet and such documents are made publicly available via the Securities related statements, and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; ▇▇▇▇▇▇, ▇▇▇▇ and Company, with respect to the March 31, 1998 and 1999 balance sheets and such related statements (d) within ten (10) Business Days after collectively, the "Financial Statements"), a copy of each anniversary of which has been delivered to the Purchaser, fairly present the financial condition of the Plan Effective Company as of the respective dates of such balance sheets and the results of its operations and cash flows for the periods covered by such statements of operation and have been prepared in accordance with GAAP consistently applied. The unaudited balance sheet of the Company at May 31, 1999 (said balance sheet being referred to herein as the "Latest Balance Sheet" and May 31, 1999 being referred to herein as the "Latest Balance Sheet Date") and the related unaudited statements of operations, cash flows and stockholders' equity of the Company for the comparable two-month period, a certificate from Midwest’s insurers or insurance agents evidencing that copy of each of which has been delivered to the insurance policies in place satisfy Purchaser, fairly present the requirements financial condition of the Operative Documents; (e) Company and the results of its operations and cash flows as soon as possible of the date and for the period then ended, and have been prepared in any event within ten (10) Business Days after any Authorized Officer accordance with GAAP consistently applied, except that they do not contain all the footnote disclosures required by GAAP and except for normal year-end audit adjustments. All contingent liabilities of Midwest obtains (i) the Company at the Balance Sheet Date are noted in the Balance Sheet to the extent required by GAAP and, to the knowledge of the occurrence thereofCompany and each of the Sellers, notice of the Company has not incurred any casualty, damage or loss contingent liabilities subsequent to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change Balance Sheet Date except as noted in the terms, coverage Latest Balance Sheet to the extent required by GAAP or amounts of any policy of insurance which would result except as disclosed in such policy deviating from Prudent Industry Practicewriting to the Purchaser.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, The consolidated balance sheets of Midwest (the Borrower and Guarantor as of December 31, 2000 and December 31, 2001 and the consolidated statements of income, retained earnings and cash flow of the Borrower and Guarantor for the Fiscal Years then ended, certified by the Borrower’s independent certified public accountants, copies of which will include results for have been delivered to the Lender Parties, were prepared in accordance with GAAP consistently applied and fairly present the consolidated financial position of the Borrower and its Consolidated Subsidiaries) , as of the end respective dates thereof and the results of operations and cash flow of the Guarantor, the Borrower and its Consolidated Subsidiaries for the periods then ended. No Borrower Party nor any Consolidated Subsidiary on such Fiscal Quarter dates had any material Contingent Obligations, liabilities for Taxes or long-term leases, forward or long-term commitments or unrealized losses from any unfavorable commitments that are not reflected in the foregoing statements or in the notes thereto and which are Material. The unaudited consolidated balance sheet of the Guarantor as at September 30, 2001, March 31, 2002 and June 30, 2002 and related statements of income income, retained earnings and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and flow for the period commencing at then ended, certified by the end Chief Financial Officer of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal YearGuarantor, a copy of which has been delivered to the annual audited report for such Fiscal Year for MidwestLender, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly were prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP consistently applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via noted therein) and fairly present the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary consolidated financial position of the Plan Effective DateGuarantor, a certificate the Borrower and the Consolidated Entities as of such date and the results of operations and cash flow for the period covered thereby, subject to normal year-end audit adjustments. No Borrower Party nor any Consolidated Entity had on such date any material Contingent Obligations, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized losses from Midwest’s insurers any unfavorable commitments which are not reflected in the foregoing statements or insurance agents evidencing that in the insurance policies notes thereto and which are Material. Except as otherwise disclosed in place satisfy writing to and approved in writing by the requirements Agent prior to the date hereof, with respect to the Projections: (a) all assumptions made therein were, in the Borrower Parties’ reasonable business judgment, reasonable under the circumstances existing at the time of preparation of the Operative Documents; Projections, and (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (Ab) the occurrenceforecasts or projections contained therein were, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the termsBorrower Parties’ reasonable business judgment, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicereasonably based on the assumptions contained therein.

Financial Information. Midwest The Company shall cause furnish to be delivered Perseus and any Principal Holder (in each case, subject to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien last sentence of the Lease Indenture has this Section 5.20): (i) not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) later than 90 days after the end of each fiscal year of the first three Fiscal Quarters Company, copies of each Fiscal Year of Midwest, the audited consolidated balance sheets of Midwest (which will include results for the Company and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter fiscal year, and audited consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end fiscal year, together with a report of the previous Fiscal Year and ending Company's independent accountants with the end of such Fiscal Quarter; respect thereto; (bii) as soon as available and in any event within one-hundred-and-twenty (120) not later than 45 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal quarter of the annual audited report for such Fiscal Year for MidwestCompany, including therein copies of the unaudited consolidated balance sheets of Midwest the Company and its Subsidiaries as of the end of such Fiscal Year fiscal quarter, and unaudited consolidated statements of income and cash flows for such fiscal quarter and for the portion of Midwest or such Fiscal Yearfiscal year then ended; (iii) not later than 15 days after the end of each calendar month that does not coincide with the end of a fiscal quarter, copies of the unaudited financial statements provided to the management of the Company; and (iv) as soon as practicable following the preparation thereof (and in any event no later than such projections are provided to any other party), projections for the Company's and its Subsidiary's performance for the following three calendar months, the following two fiscal quarters and the following fiscal year. The financial statements referred to in clause (i) and (ii) above will be prepared in accordance with GAAP (except in the case of unaudited interim statements, to the extent they may not include footnotes), and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements will fairly present fairly in all material respects the consolidated financial position of the Company and consolidated results of its operations and cash flows as of, and for the periods indicated covered by, such financial statements (subject, in conformity with GAAP applied on a basis the case of unaudited statements, to normal and recurring year-end audit adjustments). The financial statements referred to in clause (iii) above will be the Company's internal management reports and shall be consistent with prior periods; the internal books and records of the Company and its Subsidiaries. In addition, the Company shall furnish to Perseus and any Principal Holder (cin each case, subject to the last sentence of this Section 5.20) such other financial information (including projections) as soon as availablePerseus or such Principal Holder may reasonably request from time to time. The Company shall not be obligated to, one copy of and shall not provide any documents filed by Midwest with the Securities and Exchange Commission or any successor agency financial information pursuant to this Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains 5.20: (i) knowledge of to Perseus following such time as Perseus is no longer the occurrence thereof, notice beneficial owner of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or Securities and (ii) knowledge to Perseus or the Principal Holder following delivery of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicea written request contemplated by Section 5.11(e).

Financial Information. Midwest The Borrower shall cause promptly furnish to be delivered each Lender, all such financial information as the Agent shall reasonably request. Without limiting the foregoing, the Borrower will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, audited consolidated balance sheets, and income statements, cash flow statements and changes in stockholders’ equity for the Borrower and its consolidated Subsidiaries for such Fiscal Year, and the accompanying 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 first three 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 Quarters 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 period for the prior Fiscal Year and for the Borrower’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 accordance with GAAP and 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) [intentionally omitted]. (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and within thirty (30) days after the end of each month, a certificate of the chief financial officer of the Borrower setting forth in reasonable detail the calculations required to establish that the Borrower was in compliance with the covenant set forth in Section 7.23, 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) Prior to the beginning of each Fiscal Year of Midwest(commencing with the Fiscal Year beginning December 1, 2007), annual forecasts (to include forecasted consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated sheets, income statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiariesflow statements) for such Fiscal Quarter the Borrower and for the period commencing its Subsidiaries as at the end of the previous Fiscal Year and ending with the end for each month of such Fiscal Quarter;Year. (bf) as Promptly after filing with the PBGC and the IRS, a copy of each annual report and, upon Agent’s request, such other filings filed with respect to each Plan of the Borrower. (g) As soon as available and available, but in any event within onenot later than forty-hundred-and-twenty five (12045) days after the end of each Fiscal Year of MidwestQuarter, commencing with the 2013 Fiscal Year, a copy of the annual audited report unaudited consolidated financial statements for such Fiscal Year for MidwestQuarter, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis form consistent with prior periods; (c) as soon as available, one copy of any documents Borrower’s Form 10-Q quarterly report filed by Midwest with the Securities and Exchange Commission for the Fiscal Quarter ending February 28, 2003. Promptly upon the filing thereof, Borrower shall notify Agent if any reports or other documents have been filed by the Borrower or any successor agency pursuant to Section 13(a)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, 13(c)notices, 14 or 15(d) (statements sent or received by the Borrower or any successor sections) 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 Subsidiary or of any Debt of the Borrower or any of its Subsidiaries registered under the Securities Exchange Act of 19341933 or to or from the trustee under any indenture under which the same is issued. (h) As soon as available, but in any event 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 amended (applicable, copies of any and all proxy statements, financial statements, and reports which the “Exchange Act”) except Borrower makes available to the extent its shareholders; provided, that if any such documents materials are made publicly available via electronically as a filing with the Securities and Exchange Commission’s Electronic Data, GatheringBorrower 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, Analysis and Retrieval 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 similar public electronic database;more frequently if requested by Agent, a Borrowing Base Certificate together with supporting information in accordance with Section 9 of the Security Agreement. (dl) within ten (10) Business Days after On each anniversary date of the Plan Effective DateClosing Date and at any other time as Agent shall request so long as an Event of Default has occurred and is continuing, a certificate 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 Midwest’s insurers or insurance agents evidencing that time to time reasonably request regarding the insurance policies in place satisfy the requirements financial and business affairs of the Operative Documents; (e) as soon as possible and in Borrower or any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSubsidiary.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Schedule 4.7(a) contains true, correct and complete copies of the --------------- audited consolidated balance sheets of the Company and its Subsidiaries as soon of December 31, 1995, 1996 and 1997 (each an "Audited Balance Sheet Date"), and the -------------------------- related audited consolidated statements of operations and cash flows of the Company and its Subsidiaries for the fiscal years then ended, including the footnotes thereto, as available audited by (and together with the report of their audit) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (all of foregoing being hereinafter collectively called the "Audited Financial Statements"). ---------------------------- (b) Schedule 4.7(b) contains true, correct and complete copies of the --------------- unaudited consolidated balance sheets of the Company and its Subsidiaries as of April 5, 1998 (the "Latest Balance Sheet") and the related unaudited -------------------- consolidated statements of operations and cash flows of the Company and its Subsidiaries for the year-to-date period then ended (all of foregoing being hereinafter collectively called the "Unaudited Financial Statements"). ------------------------------ (c) The Audited Financial Statements and the Unaudited Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments. Except as set forth on Schedule 4.7(c), --------------- liabilities set forth on the Latest Balance Sheet, and liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet (the "Latest Balance Sheet -------------------- Date"), neither the Company nor any event within sixty of its Subsidiaries has any Liabilities of ---- any nature (60whether accrued, absolute, contingent or otherwise) days after required by GAAP to be set forth on a balance sheet or in the notes thereto. Management of the Company has no reason to believe that with respect to its and its Subsidiaries' long-lived assets and intangible assets which are subject to Financial Accounting Standards No. 121, as of December 31, 1997, the undiscounted future cash flows related to such assets did not exceed the carrying values thereof recorded as of such date, as required by GAAP. (d) Except as set forth in Schedule 4.7(d), all Indebtedness of the --------------- Company and each Subsidiary may be prepaid in whole or in part at any time and from time to time without premium or penalty. Schedule 4.7(d) sets forth a --------------- schedule of all such prepayment premiums and penalties. (e) Schedule 4.7(e) sets forth a true, correct and complete schedule of --------------- the consolidated Indebtedness owed, as of the date hereof, by the Company and its Subsidiaries to any third party (determined in accordance with GAAP consistently applied), which schedule shall (i) identify the lender or lenders and the aggregate principal amount outstanding and interest in respect thereof, (ii) set forth the aggregate principal amount of Indebtedness owed in respect of each tractor or trailer (if applicable) set forth in Schedule 4.12(a) or the net present value of all future lease payments owed in respect of each tractor or trailer (if applicable) set forth in Schedule 4.12(b) and (iii) set forth an amortization schedule of all future principal payments in respect of such Indebtedness and/or all future lease payments (identifying the portion attributable to financing in respect of the tractors and trailers and the portion attributable to other financing). (f) Schedule 4.7(f) sets forth a true, correct and complete summary of --------------- all consolidated accounts payable, accrued expenses and accounts receivable of the Company and its Subsidiaries as of the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonths ended immediately prior to the date hereof, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as schedule shall set forth the name of the end account debtor (in the case of accounts receivable) or account creditor (in the case of accounts payable and accrued expenses) and the amount owed by or owing to such account debtor or account creditor (identifying the portion of such Fiscal Quarter amount that is current, 30, 60, 90 and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) more than 90 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(apast due), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause deliver to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteeeach Lender: (ai) as soon as available but not later than one hundred twenty (120) days after the end of each fiscal year of each of the Borrowers, complete copies of the consolidated financial reports of each of the Borrowers and its Subsidiaries (together with a Compliance Certificate and a detailed reconciliation of all of the differences between GAAP as at December 31, 2004 and as at the time of delivery), all in any event within sixty reasonable detail, which shall include at least the consolidated balance sheet of each of the Borrowers and its Subsidiaries as of the end of such year and the related consolidated statements of income and sources and uses of funds for such year, which shall be audited reports prepared by an Acceptable Accounting Firm, and the Borrowers shall use reasonable efforts to provide to each Lender as soon as available but not later than one hundred eighty (60180) days after the end of each fiscal year of the Guarantor, complete copies of the consolidated financial reports of the Guarantor; (ii) as soon as available but not later than forty-five (45) days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year fiscal year of Midwesteach of the Borrowers, a quarterly interim consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) as each of the end Borrowers and its Subsidiaries and the related consolidated profit and loss statements and sources and uses of such Fiscal Quarter funds (together with a Compliance Certificate and consolidated statements a detailed reconciliation of income all of the differences between GAAP as at December 31, 2004 and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing as at the end time of delivery), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of each of the previous Fiscal Year and ending with the end of such Fiscal QuarterBorrowers; (biii) as soon as available and in any event within one-hundred-and-twenty ten (12010) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwestfiling thereof at the email addresses set forth in Schedule 1, including therein consolidated balance sheets electronic copies of Midwest as all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and other material filings which each of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report Borrowers shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents have filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databasegovernmental authority; (div) promptly upon the mailing thereof to the shareholders of the Borrowers, copies of all financial statements, reports, proxy statements and other communications provided to the Borrowers' shareholders; (v) within ten (10) Business Days after each anniversary days of the Plan Effective DateBorrowers' receipt thereof, a certificate copies of all audit letters or other correspondence from Midwest’s insurers or insurance agents evidencing that the insurance policies any external auditors including material financial information in place satisfy the requirements respect of the Operative DocumentsBorrowers; (evi) such other 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 soon as possible the Administrative Agent may from time to time request, certified to be true and in any event within ten (10) Business Days after any Authorized Officer complete by the chief financial officer of Midwest obtains (i) knowledge each of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.Borrowers;

Financial Information. Midwest Each Borrower shall promptly furnish to each Lender, all such financial information as the Administrative Agent shall reasonably request. Without limiting the foregoing, the Parent will furnish (or cause to be delivered furnished) to the Owner TrusteeAdministrative Agent, in sufficient copies for distribution by the Administrative Agent to each Lender, in such detail as the Administrative Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, consolidated audited and consolidating unaudited balance sheets, and income statements, cash flow statements and changes in stockholders’ equity for the Parent and its Subsidiaries for such Fiscal Year (it being understood that such consolidating financial statements shall calculate each of Asia and Europe as a whole) and the accompanying 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 Parent 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 Parent and reasonably satisfactory to the Administrative Agent. Each Borrower hereby authorizes the Administrative Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent any and all financial statements and other supporting financial documents and schedules relating to such Borrower and to discuss directly with the Administrative Agent the finances and affairs of such Borrower; provided, however, that (i) the Administrative Agent shall notify the Parent on behalf of such Borrower of the Administrative Agent’s intention to discuss with such Borrower’s certified public accountants the finances and affairs of such Borrower and (ii) an officer of such Borrower shall have the right to be present during any such discussion between its certified public accountants and the Administrative Agent. (b) As soon as available, but in any event not later than forty-five (45) days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Year of MidwestYear, consolidated and consolidating unaudited balance sheets of Midwest (which will include results for the Parent and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter quarter (it being understood that such consolidating financial statements shall calculate each of Asia and Europe as a whole) and consolidated and consolidating unaudited income statements of income and cash flows of Midwest (which will include results flow statements for the Parent and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter quarter and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Quarter;Year and, upon the reasonable request of the Administrative Agent, in the Borrowers’ budget, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). The Parent shall certify by a certificate signed by its chief financial officer, chief accounting officer or treasurer that all such statements have been prepared in accordance with GAAP and present fairly the Parent’s and each of its Subsidiaries’ financial position as at the dates thereof and its results of operations for the periods then ended, subject to normal year-end adjustments. (bc) as As soon as available and available, but in any event within one-hundred-and-twenty not later than thirty (12030) days after the end of each calendar month, consolidated unaudited balance sheets of the Parent and its consolidated Subsidiaries as at the end of such calendar month, and consolidated unaudited income statements and cash flow statements for the Parent and its consolidated Subsidiaries for such calendar month and for the period from the beginning of the Fiscal Year to the end of Midwestsuch calendar month, commencing all in reasonable detail, fairly presenting the financial position and results of operations of the Parent and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and, upon the reasonable request of the Administrative Agent, in the Borrowers’ budget, and prepared in accordance with GAAP applied consistently with the 2013 audited Financial Statements required to be delivered pursuant to Section 5.2(a). The Parent shall certify by a certificate signed by its chief financial officer, chief accounting officer or treasurer that all such statements have been prepared in accordance with GAAP and present fairly the Parent’s and each of its Subsidiaries’ financial position as at the dates thereof and its results of operations for the periods then ended, subject to normal year–end adjustments. (d) With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants 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. (e) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and within forty-five (45) days after the end of each fiscal quarter of the Parent, a certificate of the chief financial officer, chief accounting officer or treasurer of the Parent setting forth in reasonable detail the calculations required to establish that the Borrowers were in compliance with the covenants set forth in Sections 7.25, 7.26 and 7.30. Within thirty (30) days after the end of each month, a certificate of the chief financial officer or treasurer of the Parent (A) stating that, except as explained in reasonable detail in such certificate, all of the representations and warranties of each 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) stating that, except as explained in reasonable detail in such certificate, each 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) stating that, except as explained in reasonable detail in such certificate, no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such month, (D) upon the request of the Administrative Agent, describing and analyzing in reasonable detail all material trends, changes, and developments in each and all Financial Statements; and (E) upon the request of the Administrative Agent, 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 Parent or another Borrower has taken or proposes to take with respect thereto. (f) No sooner than sixty (60) days before and not more than thirty (30) days after the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated and consolidating balance sheets, income statements and cash flow statements) for the Parent and its Subsidiaries as at the end of and for each month of such Fiscal Year. (g) Promptly after filing with the PBGC and the IRS, a copy of the each annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as or other filing filed with respect to each Plan of the end Parent or any of such Fiscal Year and consolidated statements its Subsidiaries. (h) Promptly upon the filing thereof, copies of income and cash flows of Midwest or such Fiscal Yearall reports, and accompanied by the opinion of KPMG LLP if any, to or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest the Parent or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by the Parent or any successor agency of its Subsidiaries to or from the holders of any equity interests of the Parent (other than routine non–material correspondence sent by shareholders of the Parent to the Parent) or any such Subsidiary or of any Debt of the Parent or any of its Subsidiaries registered under the Securities Act of 1933 or to or from the trustee under any indenture under which the same is issued. (i) As soon as available, but in any event not later than 15 days after the receipt thereof by the Parent or any of its Subsidiaries, a copy of all management reports and management letters prepared for the Parent or any of its Subsidiaries by any independent certified public accountants of the Parent or any of its Subsidiaries. (j) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which the Parent makes available to its shareholders. (k) If reasonably requested by the Administrative Agent, promptly after filing with the IRS, a copy of each tax return filed by the Parent or by any of its Subsidiaries. (l) Upon request by the Administrative Agent, and in no event less frequently than once each month and not later than 15 days after the end of each month, a (i) monthly trial balance showing Accounts of each Borrower outstanding aged from statement date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion and (ii) summary of Inventory of each Borrower by location and type accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion (in each case, together with a copy of all or any part of such delivery requested by any Revolving Lender in writing after the Closing Date). (m) On the date any Borrowing Base Certificate is delivered pursuant to Section 13(a5.2(n) or at such more frequent intervals as the Administrative Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Revolving Lender in writing after the Closing Date), 13(ca collateral report with respect to each Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of such Borrower, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion. (n) On a weekly basis (not later than the third Business Day after the last Business Day of the previous week with the information thereon to be as of last Business Day of such previous week), 14 or 15(d) (or any successor sections) of more frequently if requested by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective DateAdministrative Agent, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;Borrowing Base Certificate for each Borrower. (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge At the time of delivery of the occurrence thereoffinancial statements referred to in Section 5.2(a), notice an Appraisal of any casualtythe Inventory of each Borrower and its Subsidiaries, damage or loss each such Appraisal to be conducted by an appraiser acceptable to the FacilityAdministrative Agent and to be in form, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or scope and substance reasonably satisfactory to the Administrative Agent; (ii) knowledge at the time of the delivery of the financial statements referred to in Section 5.2(b), an update of the Appraisal conducted at the end of the prior Fiscal Year conducted by the same appraiser that conducted such Fiscal Year-end Appraisal; (Aiii) upon the occurrenceoccurrence and during the continuance of an Event of Default and at the Administrative Agent’s request, notice an Appraisal of the Inventory of each Borrower and its Subsidiaries, each such Appraisal to be conducted by an appraiser acceptable to the Administrative Agent and to be in form, scope and substance reasonably satisfactory to the Administrative Agent and (iv) upon the request of the Majority Term Lenders, an appraisal of the machinery and equipment of each Borrower and its Domestic Subsidiaries and, on an annual basis thereafter, an update of such appraisal, such appraisal and each such update to be conducted by an appraiser acceptable to the Majority Term Lenders and to be in form, scope and substance satisfactory to the Majority Term Lenders, all of the foregoing to be at the expense of the Borrowers. (p) Promptly upon its receipt or receipt by the applicable Foreign Subsidiary thereof, a copy of any cancellation, notice audited financial statements prepared for any Foreign Subsidiary. (q) Such additional information as the Administrative Agent and/or any Lender may from time to time reasonably request regarding the financial and business affairs of threatened the Parent or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceits Subsidiaries.

Financial Information. Midwest shall cause to be delivered Furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLender: (a) as soon as available and available, but in any event within sixty one hundred eighty (60180) days after the end of each fiscal year of the first three Fiscal Quarters of Borrower, commencing with the fiscal year ending March 31, 2021 and continuing for each Fiscal Year of Midwestfiscal year thereafter, (i) the audited consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of at the end of such Fiscal Quarter fiscal year and the related consolidated statements of income and income, cash flows of Midwest and changes in members’ equity (which will include results for its Consolidated Subsidiariesor comparable statement) for such Fiscal Quarter 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 period commencing at previous year, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the end of the previous Fiscal Year and ending with the end of such Fiscal QuarterLender; (b) as soon as available and available, but in any event within one-hundred-and-twenty thirty (12030) days after the end of each Fiscal Year of Midwest, fiscal month commencing with the 2013 Fiscal Yearfiscal month ending November 30, a copy 2020 and continuing for each fiscal month thereafter, an unaudited consolidated balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Borrower as of at the end of such Fiscal Year month and the related unaudited consolidated statements of income and income, cash flows of Midwest and changes in shareholder equity (or comparable statement) for such Fiscal Yearmonth setting forth the fair market value, number, and accompanied volume of holdings of all underlying investments, certified by the opinion of KPMG LLP chief financial officer, controller or other internationally recognized independent auditors selected by Midwestappropriate financial officer of the Borrower reasonably satisfactory to the Lender as fairly presenting the financial condition of the Borrower and its results of operation, which report shall state that such consolidated cash flow and changes in financial position (subject to year-end adjustments), with all of the financial statements present fairly in the foregoing clauses (a) and (b) to be complete and correct in all material respects and to be prepared in reasonable detail acceptable to the financial position for the periods indicated Lender and in conformity accordance with GAAP applied on a basis consistent with prior periodsGAAP; (c) together with each delivery of financial statements pursuant to clause (b) above, (i) a Compliance Certificate certifying as soon as availableto the matters set forth therein and (ii) a summary of performance of each Underlying Fund and Permitted Investment, one copy 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 documents filed by Midwest with Permitted Investment, and (ii) all Underlying Funds and other Permitted Investments acquired during the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934applicable month, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic databaseapplicable; (d) within ten on the thirtieth (10or, if there is no corresponding day in any applicable fiscal month, the last calendar day of such fiscal month) Business Days after calendar day of each anniversary fiscal month, commencing on November 30, 2020, a current, correct and complete (i) internally prepared schedule of all Permitted Investments of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements Loan Parties and (ii) chart of the Operative DocumentsLoan 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) as soon as possible promptly upon receipt thereof, copies of all financial statements, reports and in other material information and other material correspondence sent to or received by the Borrower or any event within ten (10) Business Days after other Loan Party from any Authorized Officer Underlying Fund or any other issuer of Midwest obtains (i) knowledge 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 occurrence Borrower, any other Loan Party, the Investment Advisor or any of their respective Subsidiaries; (f) promptly after the execution thereof, notice copies of any casualty, damage all material amendments or loss other material changes to the FacilityProspectus or the Fund Policies, whether 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 Lender’s written request, any other financial statements, reports or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) information with respect to any Loan Party reasonably requested by the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeLender.

Financial Information. Midwest shall cause (A) Borrowers will furnish to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, Agent and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: each Lender (a1) as soon as available available, and in any event within sixty one hundred twenty (60120) days after the close of each fiscal year of Borrowers, a Consolidating and an audited Consolidated balance sheet of Borrowers and 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 fiscal quarters, a Consolidated and Consolidating balance sheet of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Borrowers and their Subsidiaries as of the end of such Fiscal Quarter quarter, a Consolidated and consolidated statements Consolidating profit and loss statement of income 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 of Midwest (which will include results for its Consolidated Subsidiaries) Borrowers and their Subsidiaries for such Fiscal Quarter period then ended, all in detail as Agent may reasonably require, prepared and for certified as to fairness of presentation by the period commencing at the end Chief Financial Officer or other authorized officer of the previous Fiscal Year and ending Parent; (3) simultaneously with the end filing thereof, copies of such Fiscal Quarter; (b) as soon as available all notices required by law or regulation to be filed, reports, registrations, requests for interpretive letters or rulings, proxy statements and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest 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 successor agency 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 13(a6.2(B)(2). (2) Each statement or report called for by subsections (A)(1), 13(c), 14 or 15(d(2) and (or any successor sections3) of this Section 6.2 must be accompanied by a certification in the Securities Exchange Act form of 1934Exhibit 6.2 attached hereto and made a part hereof, as amended 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 (A)(1) and (2) of this Section 6.2 a reasonably detailed calculation of the “Exchange Act”) except ratios, coverages and capital expenditures set forth in Sections 6.5 through 6.9 hereof (if and to the extent that such documents are made publicly available via covenant is measured at the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇end of such fiscal period) or similar public electronic database; (d) within ten (10) Business Days after each anniversary for the purpose of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies establishing whether Borrowers were in place satisfy compliance with the requirements of the Operative Documents; (e) such Sections as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereofend of the period covered by the financial statement or report. Such certificate or statement will also include, notice of any casualty, damage or loss to for the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or periods covered by subsection (B) any material change in of this Section 6.2 ending on each December 31st, commencing with the termsfiscal year ending December 31, coverage or amounts 1999, calculation of any policy of insurance which would result the Excess Cash Flow for the twelve (12) month period ended December 31st in such policy deviating from Prudent Industry Practicedetail as Agent may require. (C) In addition to the financial information required in this Section 6.2, Borrowers shall submit to each Lender such other information and reports as Agent or any Lender may reasonably request.

Financial Information. Midwest shall cause to be delivered The Borrower will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall reasonably request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) As soon as available, but in any event not later than one hundred (100) days after the close of each Fiscal Year, consolidated audited balance sheets, and statements of income and expense, cash flow and statement of changes in stockholders' equity for the Parent and its Subsidiaries for such Fiscal Year, and the accompanying 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 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 and in any event within sixty (60) days 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 first three Fiscal Quarters 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 of MidwestYear, consolidated unaudited balance sheets of Midwest (which will include results for the Parent and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter quarter, and consolidated unaudited statements of income and expense and statement of cash flows of Midwest (which will include results for the Parent and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter quarter and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such Fiscal Quarter;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, the Parent's financial position as at the dates thereof and its results of operations for the periods then ended. (bd) With each of the 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 soon at the end thereof, and (ii) stating that, except as available 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 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 one-hundred-and-twenty event, no later than ninety (12090) days after the end of each Fiscal Year (beginning with Fiscal Year 1998) annual forecasts (to include forecasted consolidated and, if available, consolidating balance sheets, statements of Midwestincome and expenses and statements of cash flow) for the Parent and its Subsidiaries as at the end of and for each month of such Fiscal Year. (f) Upon request, commencing after filing with the 2013 Fiscal YearPBGC and the IRS, a copy of the each annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as or other filing filed with respect to each Plan of the end Borrower. (g) Promptly upon the filing thereof, copies of such Fiscal Year all Form 10-Ks, Form 10-Qs, Form 8-Ks Schedule 13Ds and consolidated statements of income and cash flows of Midwest or such Fiscal Yearany other material reports, and accompanied if any, filed by the opinion Parent or any of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest its Subsidiaries with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;. (dh) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as As soon as possible and available, but in any event within ten (10) Business Days not later than 15 days after the Borrower's receipt thereof, a copy of all management reports and management letters, together with management's response, prepared for the Borrower by Deloitte & Touche LLP or any Authorized Officer other independent certified public accountants of Midwest obtains the Borrower. (i) knowledge Upon request, a copy of each annual tax return filed by the Borrower or by any of its Subsidiaries 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 business affairs of the occurrence thereof, notice of Borrower or any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSubsidiary.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Within 120 days after the end of each fiscal year of Parent, the HoldCo 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 soon of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the 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 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 available of the end of and for such year in any event within sixty accordance with GAAP. (60b) Within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of MidwestParent, the HoldCo Borrower shall furnish to the Agent, on behalf of each Lender, Parent’s consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) sheet as of the end of such Fiscal Quarter and fiscal quarter, the related consolidated statements of income 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 Midwest (which will include results for Parent and its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the previous Fiscal Year fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and ending with the end absence of such Fiscal Quarter;certain footnotes. (bc) as soon as available and in any event within one-hundred-and-twenty (120) Within 60 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal quarter of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of HoldCo Borrower (or within 120 days after the end of such Fiscal Year and consolidated statements the last fiscal quarter in the fiscal year of income and cash flows the HoldCo Borrower), the HoldCo Borrower shall furnish to the Agent, on behalf of Midwest or such Fiscal Yeareach Lender, (i) unaudited management accounts of the HoldCo Borrower for the most recently ended fiscal quarter of the HoldCo Borrower, and accompanied by in the opinion case of KPMG LLP or other internationally recognized independent auditors selected by Midwestthe last fiscal quarter in the fiscal year of the HoldCo Borrower, which report shall state that such consolidated financial statements present fairly in all material respects unaudited management accounts of the financial position HoldCo Borrower for the periods indicated most recently ended fiscal year of the HoldCo Borrower (in conformity with GAAP applied on each case in a basis form consistent with reports provided by or on behalf of the HoldCo Borrower prior periods; (c) as soon as available, one copy of any documents filed by Midwest with to the Securities and Exchange Commission or any successor agency pursuant to Section 13(aEffective Date), 13(c), 14 or 15(dand (ii) a certificate of the HoldCo Borrower signed by a Financial Officer and in substantially the form attached hereto as Exhibit I (a “Compliance Certificate”) (A) stating that to the best of his or any successor sectionsher 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 Securities Exchange Act Debt Service Account as of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;Quarterly Evaluation Date. (d) within ten (10) Business Days after each anniversary 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 Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that USA PATRIOT Act and the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeBeneficial Ownership Regulation.

Financial Information. Midwest shall cause All balance sheets, all statements of changes in financial position and all other financial information of the nature referred to be delivered in this Section with respect to the Owner TrusteeBorrower, Fairbanks Gold or ▇▇▇▇▇ Creek which have been delivered by or on behalf of such Obligor to the Owner LessorAdministrative Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteeincluding: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of sheet at December 31, 1994, and the end of such Fiscal Quarter and related consolidated statements of income and operations, cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and shareholders' equity for the period commencing at the end Fiscal Year then ended, of the previous Fiscal Year Borrower and ending with the end of such Fiscal Quarterits Subsidiaries, certified by Price Waterhouse & Co.; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of sheet at June 30, 1995, and the end of such Fiscal Year and related consolidated statements of income operations and cash flows for the Fiscal Quarter then ended, of Midwest or such Fiscal Yearthe Borrower and its Subsidiaries, and accompanied certified by the opinion principal financial or accounting Authorized Representative of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;Borrower; and (c) the consolidating balance sheet at December 31, 1994 and the related consolidating statements of operations, cash flows and shareholders' equity for the Fiscal Year then ended, of the Borrower and its Subsidiaries certified by the principal financial or accounting Authorized Representative of the Borrower, have (in the case of the balance sheets and financial statements referred to in clauses (a) and (b) and any other consolidated balance sheets or financial ----------- --- statements delivered pursuant to clause (a) or (b) of Section 7.1.1) been ---------- --- ------------- prepared in accordance with GAAP consistently applied throughout the periods involved (except as soon as availabledisclosed therein) and (in the case of all such balance sheets, one copy statements and other financial information purporting to address the overall financial position of any documents filed by Midwest with Person) do present fairly the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) financial position of the Securities Exchange Act Persons covered thereby as at the dates thereof and the results of 1934its operations for the periods then ended. Neither the Borrower nor any of its Subsidiaries has any material Contingent Liability (excluding, as amended (however, in the “Exchange Act”) except case of the purchase by the Borrower of Cyprus Amax' interest in the Kubaka Project, a deferred payment in the maximum amount of $25,000,000 determined by reference to commercial production at the extent that such documents are made publicly available via Kubaka Project and payable through the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇issue of common stock of the Borrower) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Dateliability for taxes, a certificate from Midwest’s insurers long-term leases or insurance agents evidencing that the insurance policies unusual forward or long-term commitments which are not reflected in place satisfy the requirements of the Operative Documents; (e) as soon as possible and its financial statements described in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage this Section or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicenotes thereto.

Financial Information. Midwest shall cause Furnish to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee:Bank: -------------------------- (ai) as soon as available and available, but in any event within sixty (60) 95 days after the end of each fiscal year of the first three Fiscal Quarters Borrower, (1) a copy of each Fiscal Year of Midwest, Borrower's consolidated balance sheets sheet of Midwest (which will include results for itself and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter each fiscal year and the related consolidated statements of income and retained earnings (or comparable statement) employed in the business and changes in financial position and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) flow for such Fiscal Quarter and year, setting forth in each case in comparative form the figures for the period commencing at the end previous year, accompanied by an unqualified report and opinion thereon of the previous Fiscal Year independent certified public accountants acceptable to Bank, and, if prepared, such accountants' letter to management, and ending (2) a copy of Borrower prepared consolidating balance sheet and income statements prepared in connection with the end of such Fiscal Quarterstatement provided in subpart (1) above; (bii) as soon as available and available, but in any event within one-hundred-and-twenty (120) 50 days after the end of each Fiscal Year of Midwestfiscal quarter, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein Borrower's unaudited consolidated (and consolidating balance sheets of Midwest itself and any consolidated Subsidiaries) as of at the end of such Fiscal Year period and the related unaudited consolidated and consolidating statements of income and cash flows retained earnings, certified by a duly authorized officer of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present Borrower as being fairly stated in all material respects the subject to year end adjustments; all such financial position for the periods indicated statements to be complete and correct in conformity all material respects and to be prepared in accordance with GAAP applied on a basis consistent with prior periodsconsistently throughout the periods reflected therein (except as disclosed therein); (ciii) together with each delivery of financial statements of Borrower and any of its Subsidiaries pursuant to subdivision (i) above, a certificate, executed by Borrower's chairman of the board (if an officer) or its president or one of its vice presidents or by its chief financial officer stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Borrower and any of its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as soon as availableat the date of such certificate, one copy of any documents filed by Midwest condition or event that constitutes a Default or an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Borrower has taken, is taking and proposes to take with the Securities respect thereto; and Exchange Commission or (b) together with each delivery of financial statements of Borrower and any successor agency of its Subsidiaries pursuant to Section 13(a), 13(c), 14 or 15(dsubdivision (i) and (or any successor sectionsii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Dateabove, a certificate from Midwest’s insurers or insurance agents evidencing that demonstrating in reasonable detail compliance during and at the insurance policies in place satisfy the requirements end of the Operative Documents;applicable accounting periods with the restrictions contained in Section 6.2 hereof; and (eiv) Any other report as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss Bank may reasonably request from time to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicetime.

Financial Information. Midwest shall The Borrower will, and will cause to be delivered 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. (a) The Borrower will furnish to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeBanks: (ai) as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three Fiscal Quarters quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as fiscal year of the Borrower, as at the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter of, and for the period commencing at the end of the previous Fiscal Year fiscal year and ending with with, such quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries and the related unaudited consolidated statements of operations, changes in 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 Fiscal Quarterquarter, 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 public accountants) by the Chief Executive Officer, the Chief Financial Officer, an Assistant Secretary-Treasurer or the Controller of the Borrower; (bii) as soon as available practicable and in any event within one-hundred-and-twenty the earlier of (120i) 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 each Fiscal Year of Midwestand for the fiscal year just closed, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest the Borrower and its Consolidated Subsidiaries and the related consolidated statements of operations, changes in 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 & Touche LLP or other independent 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 Chief 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, (A) identifying (x) 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 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 Borrower 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 (y) 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 or such Consolidated Subsidiary, Members or Consolidated Subsidiary Members other than the Largest Members are in default 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 and as to which the Borrower or such Consolidated Subsidiary has commenced the exercise of remedies in respect thereof, (B) 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 Year fiscal period, and (C) providing the aggregate principal amount of all loans which are RUS Guaranteed Loans and consolidated statements are outstanding as of income and cash flows the end of Midwest or the fiscal period covered by such Fiscal Yearfinancial statements, and accompanied provided that if such amount has previously been disclosed by the opinion of KPMG LLP Borrower in its regular or other internationally recognized independent auditors selected by Midwestperiodical reports filed with, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availableor furnished to, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gatheringthen the certificate need only reference such report and the section of such report in which such information may be found; (iv) with reasonable promptness, Analysis copies of all regular and Retrieval periodical reports (including Current Reports on Form 8-K) filed with, or 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 similar public electronic database;guaranteed by, the Borrower or any of its Subsidiaries or affiliates, a notice setting forth such change; and (dvi) within ten (10) Business Days after each anniversary with reasonable promptness, such other information respecting the business, operations, prospects and financial condition of the Plan Effective DateBorrower or any of its Subsidiaries or any Joint Venture as any Bank may, a certificate from Midwest’s insurers or insurance agents evidencing that time to time, reasonably request, including, without limitation, with respect to the insurance policies in place satisfy performance and observance by the requirements Borrower of the Operative Documents; (e) as soon as possible covenants and conditions contained in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethis Agreement.

Financial Information. Midwest The Borrower shall cause promptly furnish to be delivered each Lender all such financial information as the Agent shall reasonably request. Without limiting the foregoing, the Borrower will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender and in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than one hundred twenty (60120) days after the close of each Fiscal Year, consolidated audited and consolidating unaudited balance sheets, and income statements, cash flow statements and changes in stockholders’ equity for the Borrower and its Subsidiaries for such Fiscal Year, and the accompanying 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 audited financial statements prepared by them is for use by the Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for a representative of the Borrower to participate or accompany the Agent, the Borrower hereby authorizes the Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to the Borrower and to discuss directly with the Agent the finances and affairs of the Borrower. (b) As soon as available, but in any event not later than forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonth, consolidated and consolidating unaudited balance sheets of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter month, and consolidated and consolidating unaudited income statements of income and cash flows of Midwest (which will include results flow statements for the Borrower and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter month and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such Fiscal Quarter;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 prepared in accordance with GAAP (applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a)), provided that, notwithstanding the foregoing, the Borrower may elect to use the average cost method to value its Inventory in a manner consistent with its past practice. The Borrower shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and 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. (bc) as soon as available With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants 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 event 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) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and within oneforty-hundred-and-twenty five (12045) days after the end of each quarter, a certificate of the chief 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 7.25 during the period covered in such Financial Statements and as at the end thereof. Within forty-five (45) days after the end of each quarter, a certificate of the chief financial officer of the Borrower stating that, except as explained in reasonable detail in such certificate: (i) 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; (ii) 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; (iii) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such quarter; and (iv) for each such certificate corresponding to the end of such quarter: (a) a description and analysis in reasonable detail, all material trends, changes, and developments in each and all Financial Statements; and (b) an explanation of 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, that a covenant has not been complied with, or that a Default or Event of MidwestDefault existed or exists, commencing 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 later than thirty (30) days prior to the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated and consolidating balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries as at the end of and for each quarter of such Fiscal Year. (f) Promptly after filing with the 2013 Fiscal YearPBGC and the IRS, a copy of the each annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as or other filing filed with respect to each Plan of the end Borrower. (g) Promptly upon the filing thereof, copies of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year(i) all reports, and accompanied by the opinion of KPMG LLP if any, to or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest the Borrower or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, (ii) all reports, notices, or statements sent or received by the Borrower or any successor agency pursuant of its Subsidiaries to Section 13(a), 13(c), 14 or 15(dfrom 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 successor sections) such Subsidiary or of any Debt of the Borrower or any of its Subsidiaries registered under the Securities Exchange Act of 19341933 or to or from the trustee under any indenture under which the same is issued, as amended and (the “Exchange Act”iii) except to the extent that such documents are applicable to the Borrower or any of its Subsidiaries, all filings made publicly available via by the Securities Borrower or any of its Subsidiaries, and Exchange Commission’s Electronic Data, Gathering, Analysis any of its respective principal executive officers and Retrieval principal financial officers (or individuals performing similar functions) under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) As soon as available, but in any event not later than fifteen (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 preparation, copies of any and all proxy statements, financial statements, and reports which the Borrower makes available to its shareholders. (j) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return and any amendments thereto filed by the Borrower or similar public electronic databaseby any of its Subsidiaries. (i) On or before the tenth (10th) day of each month, a Borrowing Base Certificate as of the end of the previous month, with each such Borrowing Base Certificate setting forth supporting information, including agings of receivables and inventory reports, in accordance with Section 9 of the Security Agreement; and (ii) if the Borrower is not in compliance with all of the following conditions: (x) the Borrower’s average Availability for such previous month was equal to or greater than Twenty Million Dollars ($20,000,000); (dy) within ten the Borrower’s Availability on any Business Day is equal to or greater than Ten Million Dollars (10$10,000,000); and (z) Business Days after no Default or Event of Default has occurred and is continuing; on or before the twenty-fifth (25th) day of each anniversary month, an additional Borrowing Base Certificate as of the Plan Effective Datefifteenth (15th) day of such month, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies with each such Borrowing Base Certificate setting forth supporting information, including agings of receivables and inventory reports, in place satisfy the requirements accordance with Section 9 of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSecurity Agreement.

Financial Information. Midwest Borrower will at all times keep proper books of records and accounts in which full, true and correct entries shall cause be made in accordance with generally accepted accounting principles and will deliver to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event Lender within sixty (60) 115 days after the end of each fiscal year a copy of the first three Fiscal Quarters annual financial statements of each Fiscal Year Borrower relating to the prior fiscal year such statements to include (i) the balance sheet of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Borrower as of at the end of such Fiscal Quarter fiscal year and consolidated statements (ii) the related income statement, statement of income retained earnings and cash flows statement of Midwest (which will include results for its Consolidated Subsidiaries) changes in the financial position of Borrower for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of fiscal year prepared on an audit level basis by such Fiscal Quarter; (b) certified public accountants as soon as available and in any event may be reasonably satisfactory to Lender. Borrower also agrees to deliver to Lender by within one-hundred-and-twenty (120) 115 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, fiscal year a copy of the annual audited Guarantor's year-end form 10-KSB report for (or such Fiscal Year for Midwestother similar report if such report shall no longer be prepared) and, including therein consolidated balance sheets from time to time, at the request of Midwest the Lender, such other financial information with respect to Borrower and the Guarantor as the Lender may reasonably request. In addition, the Borrower shall by the 30th day of each month deliver to the Lender, management prepared financial statements as of the last day of the previous month and by the 60th day after the end of such Fiscal Year and consolidated statements a fiscal quarter each of income and cash flows of Midwest the Guarantor's quarterly form 10-QSB (or such Fiscal Yearother similar report if such report shall no longer be prepared). All of the foregoing reports and financial statements will be signed by the chief financial officer of the Borrower and Guarantor, as the case may be, and accompanied by certified to the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report Lender as being true and accurate. If the Borrower shall state that such consolidated financial statements present fairly in all material respects fail to provide the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) statements, tax returns and other information as soon as available, one copy of any documents filed required by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains this paragraph (i) knowledge (a "Financial Information Default"), then, in addition to all of Lender's other rights and remedies, at Lender's option commencing three days after written notice (the occurrence thereof, notice "Adjustment Date") of any casualty, damage or loss such Financial Information Default is sent by Lender to the FacilityBorrower, whether or not insuredthe Interest Rate shall be increased by one quarter of one percent (0.25%) per annum for the first thirty (30) days after the Adjustment Date, through fireand the Interest Rate shall be increased by one quarter of one percent (0.25%) 30 days after the Adjustment Date and each 30 days thereafter, theftbut in no event beyond the maximum interest rate permitted by applicable law. Such higher interest rates shall apply to the entire outstanding principal balance then due under this Note. Effective upon the curing of such Financial Information Default, other hazard or casualtyas determined by the Lender in its sole and exclusive discretion, involving a probable loss the Interest Rate shall revert to that set forth in Article I of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change this Note. Borrower acknowledges that such increase in the termsInterest Rate is intended to compensate Lender for the potentially higher credit risk and increased administrative costs associated with such failure to furnish timely financial statements, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicetax returns and other information.

Financial Information. Midwest The Obligors (or in the case of clauses (i) and (ii), Harvard) shall cause to be delivered furnish to the Owner TrusteeAgents and each Lender, at the Owner Lessortimes indicated, the Owner Participant, and for as long as the Lien each of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (ai) as soon as available and in any event within sixty ninety (6090) days after the end of each Fiscal Year, an audited Consolidated Balance Sheet, with a Consolidating Balance Sheet attached thereto, as at the close of such year, and consolidated and consolidating statements of profit and loss, cash flow and reconciliation of surplus of the Obligors and their subsidiaries for such year, audited by independent public accountants selected by Harvard and satisfactory to the Agents; (ii) within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its a Consolidated Subsidiaries) Balance Sheet and Consolidating Balance Sheet as of at the end of such Fiscal Quarter period and consolidated and consolidating statements of income profit and loss, cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter flow and for the period commencing at the end surplus of the previous Fiscal Year Obligors and ending with their subsidiaries, certified by an authorized financial or accounting officer of the end of such Fiscal QuarterObligors (or relevant Obligor); (biii) as soon as available and in any event within one-hundred-and-twenty thirty (12030) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, month a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Consolidated Balance Sheet as of at the end of such Fiscal Year period and consolidated and consolidating statements of income profit and loss, cash flows flow and surplus of Midwest the Obligors and their subsidiaries for such period, certified by an authorized financial or such Fiscal Year, and accompanied by accounting officer of the opinion of KPMG LLP Obligors (or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsrelevant Obligor); (civ) as soon as availablefrom time to time, one copy of any documents filed by Midwest with such further information regarding the Securities business affairs and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) financial condition of the Securities Exchange Act of 1934Obligors and/or any subsidiaries thereof as the Agents may reasonably request, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Dataincluding, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of without limitation (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or accountant's management practice letter and (B) not later than the 45th day of each Fiscal Year, annual cash flow projections in form satisfactory to the Required Facility Lenders; (v) within fifteen (15) days after the end of each month, a statement setting forth each of the following for the Obligors: (i) all Accounts (including and distinguishing Accounts that are not Eligible Accounts Receivable); (ii) accounts payable; and (iii) Inventory (including and distinguishing Inventory that is not Eligible Inventory), together with a certification as to all such matters prepared by an Authorized Officer of Harvard; and (vi) on the second Business Day of each week and at such other times as the Administrative Agent shall request, a Borrowing Base Certificate showing Eligible Accounts as of the close of business on the last Business Day of the preceding week and Eligible Inventory as of the close of business on the last Business Day of the preceding month and as of such other times as the Administrative Agent in its reasonable business judgment shall require; provided, however, that upon the occurrence of any material change in the termsinformation provided on the most recently provided Borrowing Base Certificate which could have or could reasonably be expected to have a Material Adverse Effect, coverage Harvard shall promptly provide to the Administrative Agent a new Borrowing Base Certificate reflecting such change. Each of the financial statements which the Obligors are required to submit as provided above in clauses (i) and (ii) of this Paragraph 9.2(g) must be accompanied by an officer's certificate, signed by the President, Vice President, Controller, or amounts Treasurer or other Authorized Officer, pursuant to which any one such officer must certify that: (x) the financial statement(s) present fairly, in all material respects, the relevant Obligors' financial condition at the end of the particular accounting period, as well as such Obligors' operating results during such accounting period, subject to year-end audit adjustments; and (y) during the particular accounting period: (A) there has been no Default or Event of Default under this Financing Agreement or default or event of default under the Junior Lien Financing Agreement, provided, however, that if any policy such officer has knowledge that any such Default or Event of insurance which would result Default, has occurred during such period, the existence of and a detailed description of same shall be set forth in such policy deviating from Prudent Industry Practice.officer's

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available [Reserved]. (b) [Reserved]. (c) The Parent shall deliver to the Administrative Agent and in any event the Backstop DIP Lenders for prompt further distribution by the Administrative Agent to each Lender, within sixty (60) 30 days after the end of each fiscal month of the first three Fiscal Quarters of each Fiscal Year of MidwestParent, the consolidated balance sheets sheet of Midwest (which will include results for the Parent and its Consolidated Subsidiaries) Subsidiaries as of at the end of such Fiscal Quarter fiscal month and the related consolidated statements of income and stockholders’ equity and 203328685 v17 statement of cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter fiscal month and for the period commencing at the end elapsed portion of the previous Fiscal Year and ending fiscal year ended with the end last day of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;fiscal month. (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;[Reserved]. (e) as soon as possible The Parent shall deliver to the Administrative Agent and in any event within ten the Backstop DIP Lenders no later than 5:00 P.M. (10New York, New York time) on or before the fifth Business Days after any Authorized Officer Day of Midwest obtains each week, (i) knowledge an updated 13-Week Forecast (covering the period beginning on the first Business Day of the occurrence thereofweek for which such 13-Week Forecast is delivered), notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or and (ii) knowledge a report of the unfavorable variances exceeding the Permitted Deviation of Total Receipts and Total Adjusted Disbursements from the corresponding 13-Week Forecast 4-Week Amount for such 4-Week Rolling Period (Athe “4-Week Rolling Period Variance Report”), in each case, certified by a Responsible Officer of the Parent. It is hereby understood and agreed by the parties hereto that (x) such 13-Week Forecast shall not become the occurrence, applicable 13-Week Forecast until the Backstop DIP Lenders shall have delivered a notice of any cancellationapproval of such 13-Week Forecast to the Borrower; provided, that if the Backstop DIP Lenders do not deliver a notice of threatened or potential cancellation or approval to the Borrower and such 13-Week Forecast is not deemed approved pursuant to clause (By) below, the previously delivered 13-Week Forecast shall continue to constitute the applicable 13-Week Forecast until a 13-Week Forecast is agreed to among the Borrower and the Backstop DIP Lenders in accordance with this Section 6.01(e); and (y) such 13-Week Forecast shall be deemed approved if the Backstop DIP Lenders fail to submit to the Borrower a written objection to such 13-Week Forecast by 5:00 p.m. (New York, New York time) on the second Business Day of the following week; provided, that the Borrower delivers the 13-Week Forecast in a timely manner in accordance with this Section 6.01(e). (f) The Borrower shall keep the Administrative Agent and the Backstop DIP Lenders updated with respect to (i) any material change developments with respect to the preparation and/or filing of a Chapter 11 Plan (including any amendments, modifications or supplements thereto) and not later than five days prior to filing a Chapter 11 Plan (including any amendments, modifications or supplements thereto) with the Bankruptcy Court, Borrower shall deliver a draft of such Chapter 11 Plan (including any amendments, modifications or supplements thereto) to the Administrative Agent and the Backstop DIP Lenders and (ii) any material changes to the 2013 Monthly Budget. (g) The Borrower shall provide, or shall cause its agent to provide, to the Administrative Agent and the Backstop DIP Lenders, promptly, upon their being filed with the Bankruptcy Court, copies of all monthly reports as well as all pleadings, motions, applications, judicial information or other information with respect to each Loan Party’s financial condition filed by or on behalf of each Loan Party with the Bankruptcy Court or served by a Loan Party to or upon the United States Trustee (or any monitor or interim receiver, if any, appointed in the termsCases) or any committee, coverage at the time such document is filed with the Bankruptcy Court or amounts served by a Loan Party to or upon the United States Trustee (or any monitor or interim receiver, if any, appointed in the Cases) or any committee, to the extent such document has not otherwise been served pursuant to an order of any policy of insurance which would result the Bankruptcy Court establishing notice procedures in such policy deviating from Prudent Industry Practicethe Cases or otherwise.

Financial Information. Midwest Fleetwood shall, and shall cause each of its Subsidiaries to be delivered promptly furnish to each Lender, all such financial information as the Agent shall reasonably request. Without limiting the foregoing, Fleetwood and the Borrowers will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, consolidated audited and consolidating (by Business Unit) unaudited balance sheets, and income statements, cash flow statements and changes in stockholders’ equity for Fleetwood and its Subsidiaries for such Fiscal Year, and the accompanying 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 Fleetwood 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 Fleetwood and reasonably satisfactory to the Agent. Fleetwood and the Borrowers hereby authorize the Agent to communicate directly with their certified public accountants and, by this provision, authorize those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to Fleetwood and its Subsidiaries and to discuss directly with the Agent, in the presence of Fleetwood, the finances and affairs of Fleetwood and its Subsidiaries; provided that Fleetwood shall not be required to provide consolidating cash flow statements and changes in stockholders’ equity. (b) As soon as available, but in any event not later than forty-five (45) days after the end of each of the first three Fiscal Quarters of each any Fiscal Year of MidwestYear, consolidated and consolidating (by Business Unit) unaudited balance sheets of Midwest (which will include results for Fleetwood and its Consolidated Subsidiaries) consolidated Subsidiaries as of at the end of such Fiscal Quarter Quarter, and consolidated and consolidating (by Business Unit) unaudited income statements of income and cash flows of Midwest (which will include results flow statements for Fleetwood and its Consolidated Subsidiaries) consolidated Subsidiaries for such Fiscal Quarter and for the period commencing at from the end beginning of the previous Fiscal Year and ending with to the end of such Fiscal Quarter;, all in reasonable detail, fairly presenting the financial position and results of operations of Fleetwood and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year and in the budget of Fleetwood and its Subsidiaries, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). Fleetwood shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly the financial position of Fleetwood and its Subsidiaries as at the dates thereof and its results of operations for the periods then ended, subject to normal year-end adjustments and to the absence of footnotes required by GAAP; provided that Fleetwood shall not be required to provide consolidating cash flow statements and changes in stockholders’ equity. (bc) as As soon as available and available, but in any event no later than 30 days after the end of each fiscal month (other than any month which is also the end of a Fiscal Quarter), consolidated and consolidating (by Business Unit) unaudited balance sheets of Fleetwood and its consolidated Subsidiaries as at the end of such fiscal month, and consolidated and consolidating (by Business Unit) unaudited income statements and consolidated unaudited cash flow statements for Fleetwood and its consolidated Subsidiaries for such fiscal month and for the period from the beginning of the Fiscal Year to the end of such fiscal month, all in reasonable detail, fairly presenting the financial position and results of operations of Fleetwood and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the budget of Fleetwood and its Subsidiaries and for the corresponding period in the prior Fiscal Year, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). Fleetwood shall certify by a certificate signed by its chief financial officer or chief accounting officer that all such statements have been prepared in accordance with GAAP and present fairly the financial position of Fleetwood and its Subsidiaries as at the dates thereof and its results of operations for the periods then ended, subject to normal year-end adjustments and the absence of footnotes required by GAAP; provided that Fleetwood shall not be required to provide consolidating cash flow statements and changes in stockholders’ equity. (d) With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants 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. (e) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and within oneforty-hundred-and-twenty five (12045) days after the end of each Fiscal Year Quarter, a certificate of Midwestthe chief financial officer, commencing vice president-treasurer or vice president-controller of Fleetwood setting forth in reasonable detail the calculations required to establish that Fleetwood and its Subsidiaries were in compliance with the 2013 covenants set forth in Sections 7.22 and 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 fiscal month, a certificate of the chief financial officer, vice president-treasurer or vice president-controller of Fleetwood setting forth in reasonable detail the calculations required to establish whether a Minimum Liquidity Event shall have occurred as set forth in Section 7.24. Within forty-five (45) days after the end of each Fiscal Quarter, a certificate of the chief financial officer, vice president-treasurer or vice president-controller of Fleetwood stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Loan Parties 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, which shall have been true and correct as of such date, (B) the Loan Parties are, at the date of such certificate, in compliance in all material respects with all of their 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 Fiscal Quarter, (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 Latest Projections and prior Fiscal Year financial statements. If any 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 Loan Parties have taken or propose to take with respect thereto. (f) No sooner than sixty (60) days prior to and not more than thirty (30) days after the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated and consolidating (by Business Unit) balance sheets and income statements and consolidated cash flow statements) for Fleetwood and its Subsidiaries as at the end of and for each quarter of such Fiscal Year. (g) Promptly after filing with the PBGC and the IRS, a copy of the each annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity filing filed with GAAP applied on a basis consistent with prior periods;respect to each Plan of Fleetwood and its Subsidiaries. (ch) as soon as availablePromptly upon the filing thereof, one copy copies of any all reports, if any, to or other documents filed by Midwest Fleetwood or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by Fleetwood or any successor agency pursuant of its Subsidiaries to Section 13(a), 13(c), 14 or 15(d) (from the holders of any equity interests of Fleetwood or any successor sectionsof its Subsidiaries (other than routine non-material correspondence sent by shareholders of Fleetwood to Fleetwood) or any such Subsidiary or of any Debt of Fleetwood or any of its Subsidiaries registered under the Securities Exchange Act of 1934, as amended (or to or from the “Exchange Act”) except to trustee under any indenture under which the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;same is issued. (di) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as As soon as possible and available, but in any event within ten (10) Business Days not later than 15 days after any Authorized Officer Loan Party’s receipt thereof, a copy of Midwest obtains all management reports and management letters prepared for any Loan Party by any independent certified public accountants. (ij) knowledge Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which Fleetwood makes available to its shareholders. (k) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return filed by Fleetwood or by any of its Subsidiaries. (l) No later than Wednesday of each week, a schedule of the occurrence thereofBorrowers’ Accounts created, notice credits given, cash collected and other adjustments to Accounts since the last schedule, together with a Borrowing Base Certificate as of any casualtythe end of the preceding week (a “Weekly Borrowing Base Certificate”) and all supporting information in accordance with Section 9 of the Security Agreement. (m) Not later than the 15th day after each Fiscal Quarter, damage or loss a report, in form and substance satisfactory to the FacilityAgent, whether with respect to the Repurchase Obligations. (n) [RESERVED]. (o) Such additional information as the Agent and/or any Lender may from time to time reasonably request regarding the financial and business affairs of Fleetwood or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSubsidiary.

Financial Information. Midwest The Parent shall cause promptly furnish to be delivered each Lender all such financial information regarding the Parent and its Subsidiaries as the Agent shall reasonably request. Without limiting the foregoing, the Parent will furnish to the Owner TrusteeAgent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (a) as As soon as available and available, but in any event within sixty not later than ninety (6090) days after the close of each Fiscal Year, audited, consolidated balance sheets and statements of income, cash flows and changes in stockholders' equity of the Parent and its consolidated Subsidiaries, and unaudited, consolidating balance sheets and statements of income of the Parent and its consolidated Subsidiaries, in each case as of the end of and for such Fiscal Year, and the accompanying 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 Parent and its consolidated Subsidiaries, as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such consolidated statements shall be examined in accordance with generally accepted auditing standards by, and accompanied by a report thereon unqualified in any respect of, independent certified public accountants selected by the Parent and reasonably satisfactory to the Agent. The Parent authorizes the Agent to communicate directly with its certified public accountants and, by this provision, authorizes those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to the Parent and its Subsidiaries and to discuss directly with the Agent the finances and affairs of the Parent and its Subsidiaries. (b) As soon as available, but in any event (i) not later than forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of a Fiscal Year), unaudited, consolidated and consolidating balance sheets and statements of income and consolidated statements of cash flows of the first three Fiscal Quarters Parent and its consolidated Subsidiaries, as at the end of each and for such fiscal quarter, and for the period from the beginning of the current Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of to the end of such Fiscal Quarter fiscal quarter, and (ii) not later than thirty (30) days (45 days in the case of the final month of any fiscal quarter) after the end of each month, unaudited, consolidated (or combined) balance sheets and statements of income and cash flows of Midwest (which will include results for the Parent and its Consolidated Subsidiaries) consolidated Subsidiaries and of the Parent and its United States domestic operations, as at the end of and for such Fiscal Quarter month, and for the period commencing from the beginning of the current Fiscal Year to the end of such month, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent and its consolidated Subsidiaries (or of the Parent and its United States domestic operations, as the case may be), as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding periods in the prior Fiscal Year and in the Parent's budget, and prepared in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) (except for the absence of footnotes and for normal year-end adjustments). The Parent shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP and present fairly the Parent's financial position as at the dates thereof and its results of operations for the periods then ended, subject to the absence of footnotes and normal year-end adjustments. (c) With each of the audited Financial Statements delivered pursuant to Section 5.2(a), a certificate of the independent certified public accountants that examined such Financial Statements 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) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a), and with each of the quarterly unaudited Financial Statements delivered pursuant to Section 5.2(b), a certificate of the chief financial officer of the Parent (A) stating that, except as set forth in reasonable detail in such certificate, all of the representations and warranties of the Loan Parties 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) stating that, except as set forth in reasonable detail in such certificate, the Loan Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, (C) stating that, except as set forth in reasonable detail in such certificate, no Default or Event of Default then exists or existed during the period covered by such Financial Statements, (D) describing and analyzing in reasonable detail all material trends, changes, and developments in each and all Financial Statements, (E) explaining the variances of the figures in the corresponding budgets and prior Financial Statements, and (F) setting forth in reasonable detail the calculations required to establish that the Parent and its Subsidiaries were in compliance with the covenants set forth in Sections 7.20 and 7.22 through 7.26 during the period covered by such Financial Statements and as at the end thereof (if compliance is then being tested). 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 any Loan Party has taken or proposes to take with respect thereto. (e) No sooner than sixty (60) days and not less than ten (10) days prior to the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated and consolidating balance sheets, income statements and cash flow statements) for the Parent and its consolidated Subsidiaries as at the end of the previous Fiscal Year and ending with the end for each month of such Fiscal Quarter;Year. (bf) as If requested by the Agent, promptly after filing with the PBGC and the IRS, a copy of each annual report or other filing filed with respect to each Plan of the Parent or any of its Subsidiaries. (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by the Parent or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act. (h) As soon as available available, but in any event not later than 15 days after the Parent's receipt thereof, a copy of all management reports and management letters prepared for the Parent with respect to any or all of the Loan Parties by any independent certified public accountants of the Parent. (i) As soon as available, a copy of the Preliminary Closing Date Adjusted Net Working Capital, the Proposed Closing Date Balance Sheet, and the Final Closing Date Balance Sheet, each as defined in and delivered pursuant to the Stock Purchase Agreement that is part of the Acquisition Documents. (j) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return filed by the Parent or by any Loan Party. (k) As soon as available, but in any event within one-hundred-and-twenty fifteen (12015) days after the end of each Fiscal Year month or more frequently (if required by the Agent to redetermine Availability or otherwise requested by the Agent), in form reasonably satisfactory to the Agent: (a) a Borrowing Base Certificate with supporting documentation satisfactory to the Agent; (b) an aging of Midwesteach Loan Party's accounts receivable together with a reconciliation to the previous calendar month end's accounts receivable balance of such Loan Party's Accounts and to its general ledger; (c) an aging of each Loan Party's accounts payable; (d) upon the Agent's request, commencing copies of invoices in connection with each Loan Party's Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, and shipping and delivery documents in connection with each Loan Party's Accounts and for Equipment and Inventory acquired by each Loan Party; (e) an Inventory report describing the 2013 Fiscal YearInventory and its location and cost, together with a copy reconciliation of such Inventory report to the annual audited previous calendar month ends' Inventory report for such Fiscal Year for Midwestand to each Loan Party's general ledger; (f) an Ex-Im Bank Borrowing Base Certificate (herein so called) in the form of Exhibit B-1 attached hereto, including therein consolidated balance sheets of Midwest setting forth the Eligible Foreign Accounts as of the end effective date of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal YearCertificate, and accompanied copies of the Export Orders (as defined in the Borrowers' Ex-Im Agreement) relating to the Eligible Foreign Accounts, to the extent included in the Export-Related Borrowing Base; (g) such other reports as to the Collateral as the Agent shall reasonably request from time to time; and (h) with the delivery of each of the foregoing, a certificate executed by a Responsible Officer of the Parent on behalf of all of the Loan Parties certifying as to the accuracy and completeness of the foregoing. If any of the Loan Parties' records or reports of the Collateral are prepared by an accounting service or other agent, each Loan Party hereby authorizes, and shall cause each Loan Party to authorize, such service or agent to deliver such records, reports, and related documents to the Agent for distribution to the Lenders. (l) Promptly after requested by the opinion of KPMG LLP or other internationally recognized independent auditors selected Agent, updated appraisals (which shall be OLV Appraisals if requested by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sectionsAgent) of the Securities Exchange Act Inventory of 1934the Loan Parties, as amended (provided, that if no Default or Event of Default exists, the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database;Agent shall not make more than one request per year. (dm) within ten (10) Business Days after each anniversary Such additional information as the Agent or any Lender may from time to time reasonably request regarding the financial and business affairs of the Plan Effective Date, a certificate from Midwest’s insurers Parent or insurance agents evidencing that the insurance policies in place satisfy the requirements any of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceits Subsidiaries.

Financial Information. Midwest The Kmart Borrower shall cause to be delivered deliver to the Owner TrusteeDocumentation Agent for distribution to the Banks (and, the Owner Lessorif requested, the Owner Participant, and with sufficient copies for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee:each Bank): (ai) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year of Midwestthe Kmart Borrower, copies of (1) the consolidated balance sheets sheet of Midwest (which will include results for the Kmart Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and quarter, (2) the consolidated statements statement of income of the Kmart Borrower and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter quarter and for the period commencing at from the end of the previous Fiscal Year and ending with most recent fiscal year of the Kmart Borrower through the end of such Fiscal Quarterquarter, (3) the consolidated statement of cash flows of the Kmart Borrower and its Subsidiaries for the period from the end of the most recent fiscal year of the Kmart Borrower through the end of such quarter, all prepared in accordance with GAAP and certified by a Responsible Officer as being a fair statement of results for the periods covered thereby, subject to ordinary year-end audit adjustments; (bii) concurrently with the delivery of the financial statements referred to in Sections 5.3(g)(i) and (iii), a certificate duly completed and executed by a Responsible Officer, as soon as available to compliance by the Kmart Borrower with the covenants contained in Sections 5.4(d) and in 5.4(e) hereof, and stating that no Unmatured Guarantor Event of Default or Guarantor Event of Default then exists (or, if any event should then exist, identifying the same and stating any actions being taken by the Kmart Borrower with respect thereto); (iii) within one-hundred-and-one hundred twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy fiscal year of the annual audited report for such Fiscal Year for MidwestKmart Borrower, including therein copies of (1) the consolidated balance sheets sheet of Midwest the Kmart Borrower and its Subsidiaries as of at the end of such Fiscal Year and fiscal year, (2) the consolidated statements statement of income of the Kmart Borrower and its Subsidiaries for such fiscal year, and (3) the consolidated statement of cash flows of Midwest or the Kmart Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year, all in reasonable detail and accompanied prepared in accordance with GAAP and certified by the opinion of KPMG LLP or other internationally a nationally recognized independent auditors selected by Midwestpublic accounting firm; and (iv) promptly, which report shall state that such consolidated copies of all financial statements present fairly in and reports that the Kmart Borrower sends to its shareholders and copies of all material respects Forms 10K, 1OQ and 8K that the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest Kmart Borrower files with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (▇▇▇▇▇) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSEC.