Common use of Reporting Requirements Clause in Contracts

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Applicant, a consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLender: (ai) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three quarters of each fiscal year of the ApplicantParent, a the unaudited consolidated and consolidating balance sheet of the Applicant Parent and its Subsidiaries and the related unaudited consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings income and cash flows of the Applicant Parent and its consolidated Subsidiaries for the 3-month period then ended for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant Parent; (ii) as fairly presenting soon as available and in all material respects any event within 90 days after the financial condition end of each fiscal year of the Applicant Parent, a copy of the annual report for such year for the Parent and its Subsidiaries, containing the audited consolidated balance sheet of the Parent and its Subsidiaries as at such date of each fiscal year end, and the results related audited consolidated statements of operations income and cash flows of the Applicant Parent and its consolidated Subsidiaries for the periods ended on such datefiscal year then ended, except for normal year end adjustments, all in accordance certified by PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Lender with Agreement Accounting Principles consistently applied (for purposes hereof delivery no qualifications as to the scope of the Applicant’s appropriately completed Form 10‑Q will be sufficient audit; (iii) as soon as possible and in lieu any event within five days after the occurrence of delivery each Event of Default known to a Borrower Party and each event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the date of such consolidated balance sheet and consolidated statements of incomestatement, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, statement of the chief financial officer or the treasurer chief executive officer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set such Borrower Party setting forth in Section 5.4 and (B) stating that no details of such Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof event and the action which the Applicant such Borrower Party has taken and proposes to take with respect thereto; (biv) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material reports that which any of the Applicant Borrower Parties sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries Parent files with the Securities and Exchange Commission SEC or any national securities exchange; (hv) as soon as possible promptly after the filing or receiving thereof, copies of all reports and in notices which any event within five of the Borrower Parties files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which any of the Borrower Parties receives from such entity; (5vi) days promptly after requestedthe commencement thereof, notice of all actions, suits and proceedings before any Government Authority, or arbitrations affecting the Borrower Parties which, if determined adversely to the Borrower Parties and their Subsidiaries could reasonably be expected to have a Material Adverse Effect on the Borrower Parties or their Subsidiaries; and (vii) such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of any of the Applicant or any Subsidiary thereof Borrower Parties as any Bank through the Administrative Agent Lender may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or Furnish to each Lender in the Applicant shall have any obligation to pay any amount to manner prescribed in the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent:last paragraph of this subsection (h): (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)GAAP, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; (cvi) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (evii) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 5,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; (fviii) promptly after requested, such documents or governmental reports or filings relating to any Plan as soon as possible and in the Agent or the LC Issuing Bank or any event within five Lender through the Agent may from time to time reasonably request; (5ix) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e4.1(g) or (B) for which the Administrative Agent or Agent, the Banks LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.38.4(c); (gx) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such proxy statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Applicant or any of its Subsidiaries Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange;; and (hxi) as soon as possible and in any event within five (5) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as the Agent or the LC Issuing Bank or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information Documents required to be delivered pursuant to this Section 5.3 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if such information shall have been posted by the Applicant on an Intralinks or similar site any, to which the Administrative Agent has been granted access or shall be available on the website each of the Securities Agent and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and each Lender has access; provided that (i) upon the Applicant shall have notified the Administrative Agent request of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any BankLender, the Applicant Borrower shall deliver a paper copy copies of such information documents to the Administrative Agent or such Bank. Information required Lender (until a written request to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved cease delivering paper copies is given by the Administrative AgentAgent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty (60) 65 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating Consolidated balance sheet of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at of the end of such quarter and consolidated and consolidating Consolidated statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all ; (ii) as soon as available and in reasonable detail and duly certified by any event within 115 days after the chief financial officer or the treasurer end of each fiscal year of the Applicant Borrower, a copy of the Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as fairly presenting filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in all material respects each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants acceptable to the Required Lenders; (iii) together with the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such datestatements required under clauses (i) or (ii) above, except for normal year end adjustments, all a compliance certificate in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in substantially the form of Exhibit B, F signed by a Financial Officer of the chief financial officer or Borrower showing the treasurer of then current information and calculations necessary to determine the Applicant (A) demonstrating Applicable Margin, the Applicable Percentage and certifying the Applicable Utilization Fee Rate and compliance by the Applicant with the covenants set forth in Section 5.4 this Agreement and (B) stating that no Event of Default or Potential Default has occurred and is continuing orexists, or if an any Event of Default or Potential Default has occurred exists, stating the nature and is continuingstatus thereof; (iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement as to of a Financial Officer of the nature thereof Borrower setting forth details of such Default and the action which that the Applicant Borrower has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (cv) as soon as possible and in any event within five (5) days after any change in the occurrence of each Event of Default and each Potential Default known to the ApplicantBorrower's ▇▇▇▇▇'▇ Rating or S&P Rating, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect theretonotice thereof; (dvi) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and thereof copies of all reports and registration statements which that the Applicant Borrower or any of its Subsidiaries files Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; (hvii) as soon as possible promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in any event within five Section 4.01(f); and (5viii) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank The Borrower shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (a) as As soon as available and in any event within sixty (60) forty-five days after the end of each of the first three quarters of each fiscal year of the Applicant, Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at of the end of such quarter and (ii) consolidated and consolidating statements of incomeoperations, retained earnings and cash flows and stockholders' equity of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant Borrower as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all having been prepared in accordance with Agreement Accounting Principles generally accepted accounting principles consistently applied (for purposes hereof delivery subject to addition of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet notes and consolidated statements of income, retained earnings and cash flowsordinary year-end audit adjustments), together with a Compliance Certificate, in the form of Exhibit B, certificate of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) Borrower stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which that the Applicant has taken and Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the (c) Not later than forty-five days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit D hereto (the "Compliance Certificate"); (d) Not later than thirty days after the end of each fiscal year of the Borrower, the Borrower's representative forecast for the next fiscal year on a consolidated basis, including, at a minimum, projected statements of profit and loss and projected cash flow, prepared in accordance with generally accepted accounting principles consistently applied; (e) Promptly upon receipt thereof, one copy of each other report submitted to the Borrower or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary; (f) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court, arbitration tribunal or governmental regulatory authority, commission, bureau, agency or public regulatory body that, if determined adversely to the Borrower or any Subsidiary of the Borrower, would be reasonably likely to have a material adverse effect on the consolidated financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole; (g) As soon as possible possible, and in any event within five (5) days after the Borrower shall know of the occurrence of each any Default or Event of Default and each Potential Default known to Default, the Applicant, a written statement of the chief financial officer of the Applicant Borrower setting forth details of such Default or Event of Default or Potential Default and action that the action which the Applicant has taken and Borrower proposes to take with respect thereto; (dh) as As soon as possible possible, and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, written notice as to any other event of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports Borrower becomes aware that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requestedpassage of time, such other information respecting the business, properties, assets, liabilities (actual or contingent), results giving of operations, prospects, condition or operations, financial notice or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time is reasonably likely to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as result in a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any adverse change in the ratings consolidated financial condition or results of operations of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities Borrower and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reportsits Subsidiaries taken as a whole; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agentand

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantAltria, a an unaudited interim condensed consolidated and consolidating balance sheet of the Applicant Altria and its consolidated Subsidiaries as at of the end of such quarter and unaudited interim condensed consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant Altria and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or of Altria; (ii) as soon as available and in any event within 100 days after the treasurer end of each fiscal year of Altria, a copy of the Applicant consolidated financial statements for such year for Altria and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors that, as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations this Agreement, are one of the Applicant “big four” accounting firms); (iii) all reports that Altria sends to any of its shareholders, and its consolidated Subsidiaries for copies of all reports on Form 8-K (or any successor forms adopted by the periods ended Securities and Exchange Commission) that Altria files with the Securities and Exchange Commission; (iv) as soon as possible and in any event within five days after the occurrence of each Event of Default and each Default, continuing on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery date of such consolidated balance sheet and consolidated statements of incomestatement, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, statement of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set Altria setting forth in Section 5.4 and (B) stating that no details of such Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant that Altria has taken and proposes to take with respect thereto; (bv) as soon as available and in any event within one hundred five (105) 60 days after of the end of each fiscal year quarter of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the ApplicantAltria, a statement of the chief financial officer or treasurer of Altria certifying compliance with the Applicant requirements of Section 5.01(b) and setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect theretorelevant calculations; (dvi) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other historical information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwiseotherwise (including, but not limited to, information relating to “know your customer” requirements), of the Applicant Altria or any Major Subsidiary thereof as any Bank Lender through the JPMCB, as Administrative Agent Agent, may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (mvii) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings information provided in the Beneficial Ownership Certification delivered to such Lenders that would result in a change to the list of beneficial owners identified in such certification. In lieu of furnishing the Bonds received from S&P or ▇▇▇▇▇’▇. Information required Lenders the items referred to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if in clauses (i), (ii) and (iii) above, Altria may make such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be items available on the website of the Securities and Exchange Commission internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ (which website includes an option to subscribe to a free service alerting subscribers by e-mail of new Securities and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent Exchange Commission filings) or any Banksuccessor or replacement website thereof, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by similar electronic communications pursuant to procedures reasonably approved by the Administrative Agentmeans.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide The Borrower will furnish to the Administrative Agent, with sufficient copies for each Lender, the following: (ai) promptly and in any event within five Business Days after the occurrence of each Default or Unmatured Default, the statement of an authorized officer of the Borrower setting forth details of such Default or Unmatured Default (as the case may be) and the action that the Borrower has taken or proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three quarters of in each fiscal year of the ApplicantBorrower, copies of all reports on Form 10-Q filed with the Securities and Exchange Commission and, to the extent not provided in such reports, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at of the end of such quarter and the related consolidated and consolidating statements of income, retained earnings income and cash flows changes in financial position of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant Borrower and its consolidated Subsidiaries as at such date and the results of operations of the Applicant Borrower and its consolidated Subsidiaries for such period and setting forth in each case in comparative form the periods ended on such date, except corresponding figures for normal year end adjustmentsthe corresponding period of the preceding fiscal year, all in accordance with Agreement Accounting Principles consistently applied reasonable detail and duly certified (for purposes hereof delivery of subject to year-end audit adjustments) by the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of incomeprincipal financial officer, retained earnings and cash flows)the controller, together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer treasurer or the any assistant treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant Borrower as having been prepared on a basis consistent with the covenants set forth in Section 5.4 and most recent annual financial statements delivered pursuant to paragraph (Biii) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement below except as to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretodisclosed therein; (biii) as soon as available and in any event within one hundred five (105) 120 days after the end of each fiscal year of the ApplicantBorrower, a copy of the Borrower’s Form 10-K as filed with the Securities and Exchange Commission including the annual report for such year for the Applicant Borrower and its consolidated Subsidiaries, and containing consolidated and consolidating the financial statements for such year certified by, and accompanied by an unqualified opinion of, Deloitte & Touche or other independent public accountants reasonably acceptable to of nationally recognized standing; (iv) concurrently with the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient financial statements specified in lieu of delivery of such financial statements)paragraphs (ii) and (iii) above, together with a Compliance Certificate, in the form of Exhibit B, certificate of the chief principal financial officer officer, the controller, the treasurer or the an assistant treasurer of the Applicant Borrower (Aa) demonstrating stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Default or Unmatured Default not theretofore reported pursuant to the provisions of paragraph (i) of this Section except any such events that have been remedied, and certifying if so, stating the facts with respect thereto, and (b) setting forth in a true and correct manner the calculation of the ratio and amounts contemplated by Section 6.8 of this Agreement, as of the date of the most recent financial statements accompanying such certificate, to show the Borrower’s compliance by with or the Applicant status of the financial covenant contained in such Section; (v) promptly after the sending or filing thereof, copies of all reports on Form 8-K that the Borrower or any Subsidiary files with the covenants set forth Securities and Exchange Commission; (vi) as soon as possible and in Section 5.4 and any event (Ba) stating within 30 days after the Borrower or any member of the Controlled Group knows or has reason to know that no any Termination Event described in clause (i) of Default the definition of Termination Event with respect to any Plan other than a Multi-employer Plan has occurred and is continuing or, if an (b) within 10 days after the Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event of Default with respect to any Plan has occurred and is continuingoccurred, a statement as to of the nature thereof principal financial officer of the Borrower describing such Termination Event and the action which action, if any, that the Applicant has taken and Borrower or such member of the Controlled Group proposes to take with respect thereto; (cvii) as soon as possible promptly and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) no later than ten days after receipt thereof by the Applicant Borrower or any member of its ERISA Affiliates the Controlled Group from the PBGC PBGC, copies of each notice received by the Applicant Borrower or any such ERISA Affiliate member of the Controlled Group of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (eviii) as soon as possible promptly and in any event within five (5) no later than ten days after receipt thereof by the Applicant Borrower or any ERISA Affiliate member of the Controlled Group from a Multiemployer Multi-employer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate any member of the Controlled Group concerning the imposition or amount of complete or partial withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 4101 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liableERISA; (fix) as soon as possible and in any event within five (5) days after such other information respecting the Applicant becomes aware condition or operations, financial or otherwise, of the occurrence thereof, notice of all actions, suits, proceedings Borrower or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holdersSubsidiaries, and including, without limitation, copies of all reports and registration statements which that the Applicant Borrower or any of its Subsidiaries Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (h) , as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent or any Lender may from time to time reasonably request;; and (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (kx) promptly and in any event within two Business Days ten days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or either ▇▇▇▇▇’▇▇ or S&P has changed its rating of any of the Index Debt, notice of such change. Information required The Administrative Agent shall promptly furnish to be delivered each Lender a copy of each statement, report, notice or other document that the Administrative Agent receives from the Borrower pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇6.7.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder Furnish, or the Applicant shall have any obligation cause to pay any amount be furnished, to the Administrative Agent or any Bank hereunderLender , the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agentfollowing: (ai) promptly after becoming aware of the occurrence of any Event of Default with respect to the Borrower continuing on the date of such statement, the statement of an Authorized Officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto; (ii) in the event that the Borrower is no longer required to comply with the Exchange Act, as soon as available and in any event within sixty (60) 60 days after the end close of each of the first three quarters of in each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet sheets of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows income of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant Borrower and its consolidated Subsidiaries as at such date and the results of operations of the Applicant Borrower and its consolidated Subsidiaries for such period and setting forth in each case in comparative form the periods ended on such date, except corresponding figures for normal year end adjustmentsthe corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with Agreement Accounting Principles GAAP consistently applied (for purposes hereof delivery of in the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery case of such consolidated balance sheet and consolidated statements of incomethat are unaudited, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as subject to the nature thereof year-end adjustments and the action which the Applicant has taken and proposes to take with respect theretoexclusion of detailed footnotes); (biii) in the event that the Borrower is no longer required to comply with the Exchange Act, as soon as available and in any event within one hundred five (105) 180 days after the end of each fiscal year of the ApplicantBorrower, a copy of the annual report for such year for the Applicant Borrower and its consolidated Subsidiaries, containing consolidated and consolidating financial statements of the Borrower and its Subsidiaries for such year (which may contain a “going concern” or like qualification) certified by, and accompanied by an unqualified opinion of, PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to of recognized national standing as fairly presenting, in all material respects, the Administrative Agent (for purposes hereof, delivery financial position of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery Borrower and its Subsidiaries as at the end of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof year and the action which results of their operations and their cash flows for the Applicant has taken and proposes to take with respect thereto; (c) two-year period ending as soon as possible and in any event within five (5) days after at the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details end of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take year in conformity with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignationGAAP; and (miv) promptly concurrently with the delivery of the financial statements specified in clauses (ii) and in (iii) above a certificate of the treasurer or controller of the Borrower stating whether the Borrower has any event within two Business Days after knowledge thereof, notice of the occurrence and continuance at the date of such certificate of any change Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto. If any financial statements or report described in the ratings of the Bonds received from S&P (ii) and (iii) above is due on a date that is not a Business Day, then such financial statements or ▇▇▇▇▇’▇. Information required to report shall be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇next succeeding Business Day.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any The Borrower will deliver, or cause to be delivered, to each Bank each of the following, which shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount be in form and detail reasonably acceptable to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentBanks: (a) as soon as available available, and in any event within sixty (60) 120 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet the annual audit report of the Applicant Borrower and its consolidated Subsidiaries with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Agent, which annual report shall include the balance sheets of the Borrower and its Subsidiaries as at the end of such quarter fiscal year and consolidated and consolidating the related statements of income, retained earnings and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year then ended, prepared on a consolidated and ending with the end of such quarterconsolidating basis, all in reasonable detail and duly certified by prepared in accordance with GAAP, together with a certificate of the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such dateBorrower, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, substantially in the form of Exhibit BE, stating that such annual audit report has been prepared in accordance with GAAP and whether or not such officer has knowledge of the chief financial officer occurrence of any Default or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing orhereunder and, if an Event of Default or Potential Default has occurred and is continuingso, a statement as to stating in reasonable detail the nature thereof and the action which the Applicant has taken and proposes to take facts with respect thereto; (b) as soon as available and in any event within one hundred five (105) days on or before the applicable Quarterly Financial Statement Due Date after the end of each fiscal year quarter of the ApplicantBorrower, a copy an unaudited/internal balance sheet and statement of income, cash flow and retained earnings of the annual report Borrower and its Subsidiaries as at the end of and for such year quarter and for the Applicant and its consolidated Subsidiariesyear-to-date period then ended, containing prepared on a consolidated and consolidating financial statements basis, in reasonable detail and the figures for such year certified bythe corresponding date and periods in the previous year, all prepared in accordance with GAAP hereof, subject to year-end audit adjustments; and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement certificate of the chief financial officer of the Applicant setting forth details Borrower, substantially in the form of Exhibit F, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default or Potential Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the action which the Applicant has taken and proposes to take facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to (A) the status of the Borrower and its Subsidiaries for purposes of establishing the appropriate Eurodollar Rate Margin, Floating Rate Margin and Commitment Fee Percentage and (B) whether or not the Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 5.8 through 5.10, 6.10 and 6.15; (c) not later than thirty (30) days after the beginning of each fiscal year of the Borrower, the projected balance sheets, income statements, capital expenditures budget, and cash flow statements for the Borrower and its Subsidiaries for such year, each in reasonable detail, representing the good faith projections of the Borrower for such year, and certified by the chief financial officer of the Borrower as being the most accurate projections available and identical to the projections used by the Borrower and its Subsidiaries for internal planning purposes, together with such supporting schedules and information as the Agent from time to time may reasonably request; (d) as soon as possible immediately after the commencement thereof, notice in writing of all litigation and in of all proceedings before any event within five (5) days after receipt thereof by governmental or regulatory agency affecting the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) Subsidiaries of the type described in Section 4.1(e4.6 or which (i) or (B) for which seek a monetary recovery against, the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant Borrower or any of its Subsidiaries files with in excess of $1,000,000; or (ii) if determined adversely to the Securities and Exchange Commission Borrower or any national securities exchange;of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect. (he) as soon promptly as possible and practicable (but in any event within not later than five (5) days Business Days) after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results an officer of operations, prospects, condition or operations, financial or otherwise, a Borrower obtains knowledge of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA a Default or Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the IndentureDefault hereunder, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereofoccurrence, notice together with a detailed statement by a responsible officer of any change in a Borrower setting forth the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted steps being taken by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent Borrower or any Bank, of its Subsidiaries to cure the Applicant shall deliver a paper copy effect of such information to the Administrative Agent Default or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative AgentEvent of Default;

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Borrower will furnish to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLender: (a) as Annual Financial Statements. As soon as available available, and in any event within sixty ninety (6090) days after the end of each of the first three quarters of each fiscal year of Borrower, beginning with the Applicantfiscal year ending December 31, 2005, (i) a copy of the annual audit report of Borrower and the Subsidiaries for such fiscal year containing, on a consolidated and consolidating basis, balance sheet sheets and statements of the Applicant income, retained earnings, and its consolidated Subsidiaries cash flow as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with for the end of such quarter12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and duly audited and certified by an independent certified public accountants of recognized standing acceptable to Lender, to the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at effect that such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all report has been prepared in accordance with Agreement Accounting Principles consistently applied GAAP and containing no material qualifications or limitations on scope; and (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery ii) a certificate of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant independent certified public accountants to Lender (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that to their knowledge no Event of Default or Potential Default has occurred and is continuing orcontinuing, or if an Event of Default or Potential in their opinion a Default has occurred and is continuing, a statement as to the nature thereof thereof, and (B) confirming the action which calculations set forth in the Applicant has taken and proposes to take with respect theretoofficer's certificate delivered simultaneously therewith; (b) as Quarterly Financial Statements. As soon as available available, and in any event within one hundred five thirty (10530) days after the end of each of the quarters of each fiscal year of the ApplicantBorrower, a copy of an unaudited financial report of Borrower and its Subsidiaries as of the annual report for end of such year fiscal quarter and for the Applicant and its consolidated Subsidiariesportion of the fiscal year then ended, containing containing, on a consolidated and consolidating financial basis, balance sheets and statements for such year certified byof income, retained earnings, and accompanied by an unqualified opinion ofcash flow, independent public accountants reasonably acceptable to in each case setting forth in comparative form the Administrative Agent (figures for purposes hereof, delivery the corresponding period of the Applicant’s appropriately completed Form 10‑K will be sufficient preceding fiscal year, all in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance reasonable detail certified by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed Borrower to have been delivered if such information shall have been posted by prepared in accordance with GAAP and to fairly and accurately present (subject to year-end audit adjustments) the Applicant financial condition and results of operations of Borrower and its Subsidiaries, on an Intralinks or similar site to which a consolidated and consolidating basis, at the Administrative Agent has been granted access or shall be available on date and for the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agentperiods indicated therein;

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries Borrower as at of the end of such quarter and the related consolidated statement of operations and consolidating statements of income, retained earnings and cash flows comprehensive income of the Applicant and its consolidated Subsidiaries Borrower for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all each case prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery GAAP, subject to the absence of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet footnotes and consolidated statements of income, retained earnings and cash flowsto year-end adjustments), together with a Compliance Certificate, in the form certificate of Exhibit B, an authorized officer of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) Borrower stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Unmatured Event of Default has occurred and is continuing or, if an any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and Borrower proposes to take with respect thereto; (ciii) as soon as possible available and in any event within five (5) 105 days after the occurrence end of each fiscal year of the Borrower, a copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity (if applicable) and cash flows of the Borrower for such fiscal year, certified by PricewaterhouseCoopers LLP or other certified public accountants of recognized national standing), together with a certificate of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and each Potential Default known to the Applicantis continuing or, a statement of the chief financial officer of the Applicant setting forth details of if any such Event of Default or Potential Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and Borrower proposes to take with respect thereto; (div) as soon as possible concurrently with the delivery of the quarterly and annual reports referred to in any event within five (5Sections 5.01(b)(ii) days after receipt thereof and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Applicant Chief Financial Officer, Treasurer or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate an Assistant Treasurer of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such PlanBorrower; (ev) except as soon as possible and otherwise provided in any event within five clause (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(eii) or (Biii) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days above, promptly after the sending or filing thereof, copies of all material reports that the Applicant Borrower sends to any of its security holdersholders generally, and copies of all reports Reports on Form 10-K, 10-Q or 8-K, and registration statements which and prospectuses that the Applicant Borrower or any of its Subsidiaries Subsidiary files with the Securities and Exchange Commission or any national securities exchange; exchange (h) as soon as possible and in except to the extent that any event within five (5) days after requestedsuch registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, such other information respecting the business, properties, assets, liabilities (actual benefit or contingent), results of operations, prospects, condition or operations, financial or otherwise, dividend reinvestment plans of the Applicant Borrower or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001Subsidiary); (jvi) as soon as possible and in promptly upon becoming aware of the institution of any event within fifteen (15) days after steps by the occurrence of each ERISA Event Borrower or any other Person to terminate any Plan, or the failure to satisfy the “minimum funding standard” (as defined in Section 412(amake a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code), or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and Controlled Group proposes to take with respect thereto; (kvii) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge upon becoming aware thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇▇ Rating, the Fitch Rating or the S&P Rating; and (viii) such other information respecting the condition, operations or business, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). Information The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Event of Default or Unmatured Event of Default or (iv) is required to be delivered pursuant to satisfy any condition precedent to the effectiveness of this Section 5.3 Agreement or any Credit Extension hereunder (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on the Borrower’s Internet website). Any document readily available on-line through the “Electronic Data Gathering Analysis and Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange Commission (or any succeeding Governmental Authority), shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site furnished to which the Administrative Agent has been granted access or shall be available on for purposes of this Section 5.01(b) when the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified Borrower sends to the Administrative Agent of notice (which may be by electronic mail) that such documents are so available. Notwithstanding the availability of all Form 10-Q and Form 10-K reports; provided foregoing, the Borrower agrees that, if to the extent requested by the Administrative Agent or any BankLender, the Applicant shall deliver a paper copy it will continue to provide “hard copies” of such information Communications to the Administrative Agent or such BankLender, as applicable. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by The Borrower further agrees that the Administrative AgentAgent may make Communications available to the Lenders by posting such Communications on Electronic Systems or a substantially similar electronic transmission system. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty 10 days after the date quarterly financial statements would be required to be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (60without giving effect to any extension) in a periodic report with the SEC (and in any event within 50 days after the end of each of the first three quarters of Fiscal Quarters in each fiscal year of the ApplicantRayonier), a consolidated and consolidating unaudited Consolidated balance sheet sheets of the Applicant Rayonier and its consolidated Subsidiaries as at of the end of such quarter and consolidated and consolidating Consolidated statements of income, retained earnings income and cash flows of the Applicant Rayonier and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer senior vice president of the Applicant finance of Rayonier as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all having been prepared in accordance with Agreement Accounting Principles consistently applied GAAP; (for purposes hereof delivery ii) as soon as available and in any event within 10 days after the date annual financial statements would be required to be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (without giving effect to any extension) in a periodic report with the SEC (and in any event within 90 days after the end of each fiscal year of Rayonier), a copy of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu annual audit report for such year for Rayonier and its Subsidiaries, containing Consolidated balance sheets of delivery Rayonier and its Subsidiaries as of the end of such consolidated balance sheet fiscal year and consolidated Consolidated statements of income, retained earnings income and cash flows)flows of Rayonier and its Subsidiaries for such fiscal year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders by a nationally recognized firm of independent public accountants; (iii) together with a Compliance Certificatethe financial statements required to be delivered in accordance with clauses (i) and (ii) above, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by a certificate of the Applicant with the covenants set forth in Section 5.4 and (B) senior vice president of finance of Rayonier stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential a Default has occurred and is continuing, a statement as to the nature thereof and the action which that the Applicant applicable Borrower has taken and proposes to take with respect thereto and (B) a schedule in form and substance satisfactory to the Administrative Agent of the computations used by Rayonier in determining compliance with the covenants contained in Section 5.05; (iv) promptly after any Borrower becomes aware of and in any event within five Business Days after becoming aware of each Default, continuing on the date of such statement, a statement of the senior vice president of finance of Rayonier setting forth details of such Default and the action that Rayonier has taken and proposes to take with respect thereto; (bv) as soon as available promptly after the sending or filing thereof, copies of all reports that any Borrower sends to any of its public securityholders, and copies of all reports and registration statements that any Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; (vi) promptly after any Borrower becomes aware of the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting such Borrower or any of its Subsidiaries of the type described in the first sentence of Section 4.01(g); (vii) promptly and in any event within one hundred five (105) 10 days after the end Rayonier or any of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating ERISA Affiliates knows that no any ERISA Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuingoccurred, a statement as to of the nature thereof senior vice president of finance of Rayonier describing such ERISA Event and the action which the Applicant action, if any, that Rayonier or such ERISA Affiliate has taken and proposes to take with respect thereto; (cviii) as soon as possible promptly and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days three Business Days after receipt thereof by the Applicant Rayonier or any of its ERISA Affiliates from the PBGC Affiliates, copies of each notice received by from the Applicant or such ERISA Affiliate of the PBGC’s PBGC stating its intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (eix) as soon as possible upon the request of the Administrative Agent after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (x) promptly and in any event within five (5) days Business Days after receipt thereof by the Applicant Rayonier or any of its ERISA Affiliate Affiliates from the sponsor of a Multiemployer Plan sponsorPlan, a copy copies of each notice received by the Applicant or such ERISA Affiliate concerning (x) the imposition of withdrawal liability in Withdrawal Liability by any such Multiemployer Plan, (y) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (z) the amount of at least $1,000,000 pursuant to Section 4202 liability incurred, or that may be incurred, by Rayonier or any of its ERISA Affiliates in respect of which the Applicant connection with any event described in clause (x) or such ERISA Affiliate is reasonably expected to be liable(y); (fxi) as soon as possible practical and in any event within five (5) days promptly after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in receipt thereof by any event within five (5) days after the sending or filing thereofBorrower, copies of all material reports that the Applicant sends written claims, complaints, notices or inquiries relating to any of its security holders, and copies of all reports and registration statements which the Applicant compliance by such Borrower or any of its Subsidiaries files with any Environmental Law or Environmental Permit that could reasonably be likely to have a Material Adverse Effect or could reasonably be likely to (x) form the Securities and Exchange Commission basis of an Environmental Action against such Borrower or any national securities exchangeof its Subsidiaries or such property that could reasonably be likely to have a Material Adverse Effect or (y) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be likely to have a Material Adverse Effect; (hxii) promptly such other information and data with documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the USA PATRIOT Act), including, without limitation, evidence satisfactory to the Administrative Agent of (x) the listing of Capital Stock of Rayonier on New York Stock Exchange and (y) Rayonier’s ownership of all of the outstanding Capital Stock of TRS and RFR, as soon as possible and in any event within five from time to time may be reasonably requested by the Administrative Agent; and (5xiii) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant any Borrower or any Subsidiary thereof of its Subsidiaries as any Lender or Issuing Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 5.01(k) shall be deemed to have been delivered if such information shall have to the Lenders when it has been posted by the Applicant on an Intralinks or similar site delivered to which the Administrative Agent has been granted access or shall be available on Agent. Notwithstanding any of the website foregoing, at any time when Rayonier is subject to the reporting requirements of Section 13(a)(2) of the Securities Exchange Act of 1934, Rayonier shall be deemed to have complied with the requirements of clauses (i), (ii), (v) and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that(vi) above, if requested by the Administrative Agent or any Bank, the Applicant Rayonier shall deliver a paper copy of include such information to in timely filings made with the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered SEC by electronic communications pursuant to procedures reasonably approved by the Administrative AgentRayonier.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Deliver to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide (with sufficient copies for distribution to the Administrative Agent:each Lender): (a) as soon as available and available, but in any event within sixty 90 days after the end of each fiscal year of the Borrower, a 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 cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of Ernst & Young LLP, Deloitte & Touche USA LLP, PricewaterhouseCoopers LLP, KPMG LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any going concern qualification; (60b) as soon as available, but in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter fiscal quarter, and the related consolidated and consolidating statements of income, retained earnings income for such fiscal quarter and cash flows for the portion of the Applicant and its consolidated Subsidiaries Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the period commencing at corresponding fiscal quarter or portion of the end Borrower’s fiscal year then ended of the previous fiscal year and ending with the end of such quarteryear, all in reasonable detail and duly certified by the chief financial officer or the treasurer a Responsible Officer of the Applicant Borrower as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the condition, results of operations and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of incomeGAAP, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as subject only to the nature thereof normal year-end audit adjustments and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end absence of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretofootnotes; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material reports that which the Applicant Borrower sends to any of its security holdersstockholders generally, and copies of all reports and registration statements which the Applicant Borrower or any of its Subsidiaries Restricted Subsidiary files with the Securities and Exchange Commission or any national securities exchange; provided that the Borrower shall not be required to furnish copies of registration statements filed on Form S-8, Form 144 or Forms 3, 4 or 5, or exhibits to the reports and registration statements referred to in this subsection (c); (d) promptly subsequent to the rendering thereof and, upon a Responsible Officer becoming aware thereof, notice of the rendering against the Borrower or any Restricted Subsidiary of any final judgment or order for the payment of money in excess of $100,000,000 (or its equivalent in another applicable currency), together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (e) promptly, notice of any Event of Default or any Default hereunder, together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (f) promptly, notice of the occurrence of any ERISA Event that has resulted in or could reasonably be expected to result in a Material Adverse Effect; together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto; (g) promptly, of any announcement by ▇▇▇▇▇’▇, S&P or Fitch of any downgrade or possible downgrade in a Senior Debt Rating; and (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition conditions or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as any Bank Lender, through the Administrative Agent Agent, may from time to time reasonably request; (i) from time request and subject to time and promptly upon each requestrestrictions imposed by applicable security clearance regulations, information provided, however, that the Borrower shall only be required to use its commercially reasonable efforts with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pubrequests for information regarding Unrestricted Subsidiaries. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information Reports required to be delivered pursuant to this Section 5.3 Sections 6.01(a), (b) or (c) shall be deemed to have been delivered if such information shall have been posted by on the Applicant date on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available Borrower posts such reports on the Borrower’s website of on the Internet at the website address listed on Schedule 10.02 hereof or when such report is posted on the Securities and Exchange Commission Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and ▇; provided that (x) the Applicant Borrower shall have notified deliver paper copies of such reports to the Administrative Agent of upon request or to any Lender who requests the availability of all Form 10-Q and Form 10-K reports; provided that, if requested Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (y) the Borrower shall, on or before the required delivery date, notify by facsimile or electronic mail (unless requested by such Person to provide paper copies of any Bank, the Applicant shall deliver a paper copy of such information to notice) the Administrative Agent and each Lender of the posting of any such reports. The Administrative Agent shall have no obligation to request the delivery or such Bank. Information required to be delivered pursuant maintain copies of the reports referred to this Section 5.3 may also be delivered by electronic communications pursuant above, and in any event shall have no responsibility to procedures reasonably approved monitor compliance by the Administrative AgentBorrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports.

Reporting Requirements. So long as any Bank Lender shall have any Commitment hereunder or the Applicant Borrower shall have any obligation to pay any amount to the Administrative Agent or any Bank Lender hereunder, the Applicant Borrower will, unless the Required Banks Lenders shall otherwise consent in writing, provide to the Administrative Agent: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant Borrower and its consolidated Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant Borrower as fairly presenting in all material respects the financial condition of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at such date and the results of operations of the Applicant Borrower and its consolidated Consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles GAAP consistently applied (for purposes hereof delivery of the ApplicantBorrower’s appropriately completed Form 10‑Q 10-Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit BH, of the chief financial officer or the treasurer of the Applicant Borrower (A) demonstrating and certifying compliance by the Applicant Borrower with the covenants set forth in Section 5.4 6.04 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant Borrower has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the ApplicantBorrower, a copy of the annual report for such year for the Applicant Borrower and its consolidated Consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the ApplicantBorrower’s appropriately completed Form 10‑K 10-K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit BH, of the chief financial officer or the treasurer of the Applicant Borrower (A) demonstrating and certifying compliance by the Applicant Borrower with the covenants set forth in Section 5.4 6.04 and (B) stating that no Event of Default or Default has occurred and is continuing or, if an Event of Default or Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant Borrower has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the ApplicantBorrower, a statement of the chief financial officer of the Applicant Borrower setting forth details of such Event of Default or Potential Default and the action which the Applicant Borrower has taken and proposes to take with respect thereto; (d) as soon as possible upon the Borrower obtaining knowledge of the following, the Borrower will give written notice to the Administrative Agent promptly (and in any event within five (5ten Business Days) days after receipt thereof by the Applicant or of any of its ERISA Affiliates the following: (i) any unfavorable determination letter from the PBGC copies Internal Revenue Service regarding the qualification of each notice an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by the Applicant Borrower or such any ERISA Affiliate of the PBGC’s intention intent to terminate any Pension Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Pension Plan, (iii) all notices received by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA and (iv) the Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e5.01(e) or (B) for which the Administrative Agent or the Banks Lenders will be entitled to indemnity under Section 8.310.05; (gf) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant Borrower sends to any of its security holders, and copies of all reports and registration statements which the Applicant Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (hg) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof as any Bank Lender through the Administrative Agent may from time to time reasonably request; (ih) from time to time and promptly upon each request, information with respect to the Applicant Borrower as a Bank Lender may reasonably request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (mi) promptly and in any event within two Business Days after promptly, upon knowledge thereof, notice of any change in the ratings Debt Rating, a certificate stating that the Debt Rating has changed with evidence of the Bonds received from S&P or ▇▇▇▇▇’▇. new Debt Rating; Information required to be delivered pursuant to this Section 5.3 6.03 shall be deemed to have been delivered if such information shall have been posted by the Applicant Borrower on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant Borrower shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any BankLender, the Applicant Borrower shall deliver a paper copy of such information to the Administrative Agent or such BankLender. Information required to be delivered pursuant to this Section 5.3 6.03 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder that have been approved by the Borrower in writing including via electronic transmission (collectively, “Informational Materials”) by posting the Informational Materials on SyndTrak Online or another similar electronic means (collectively, the “Electronic Means”) and (b) certain prospective Lenders (“Public Lenders”) may not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower or its Affiliates or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. Lenders will assume that all Informational Materials, other than publicly available Informational Materials filed pursuant to the Exchange Act or posted on Borrower’s website, include MNPI. The Borrower hereby agrees that in the event any Informational Materials will not contain MNPI, Borrower will notify Administrative Agent in writing (except with respect to Informational Materials filed pursuant to the Exchange Act, or posted on Borrower’s website, which shall be deemed public) and the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lender and the Lenders to treat such Informational Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Informational Materials constitute Information, such Information shall be treated as set forth in Section 10.16 hereof). Before distribution of any Informational Materials (a) to prospective Private Lenders, Borrower shall provide the Administrative Agent with written authorization (including email) authorizing the dissemination of the Informational Materials and (b) to prospective Public Lenders, Borrower shall provide the Administrative Agent with written authorization (including email) authorizing the dissemination of the Informational Materials and confirming, to the Borrower’s knowledge, the absence of MNPI therefrom.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Furnish to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agenteach Lender: (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, consolidated operations, consolidated retained earnings and consolidated cash flows of the Applicant Borrower and its consolidated Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), generally accepted accounting principles together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter shall be deemed to satisfy such financial statement delivery requirements; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and statements of consolidated operations, consolidated retained earnings and consolidated cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case in reasonable detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Annual Report on Form 10-K (containing such statements) or Current Report on Form 8-K (containing such statements) for such year shall be deemed to satisfy such financial statement delivery requirements; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; (cv) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s 's intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (evi) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 25,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; (fvii) as soon as possible and in any event within five (5) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.1(e4.01(d) or (B) for which the Administrative Agent or Agent, the Banks Lenders will be entitled to indemnity under Section 8.38.04(c); (gviii) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such information statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Applicant or any of its Subsidiaries Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; (hix) such information concerning the Borrower's Year 2000 Programs as soon as possible and in any event within five the Administrative Agent may reasonably request; and (5x) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries (including, but not limited to, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service) as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or Furnish to each Lender in the Applicant shall have any obligation to pay any amount to manner prescribed in the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent:last paragraph of this subsection (h): (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating consolidated, and, with respect to the Borrower, consolidating, statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)GAAP, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated, and, with respect to the Borrower, consolidating, statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; (cvi) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (evii) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 5,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; (fviii) promptly after requested, such documents or governmental reports or filings relating to any Plan as soon as possible and in the Agent or the LC Issuing Bank or any event within five Lender through the Agent may from time to time reasonably request; (5ix) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e4.1(g) or (B) for which the Administrative Agent or Agent, the Banks LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.38.4(c); (gx) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such proxy statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Applicant Borrower or any Subsidiary of its Subsidiaries the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange;; and (hxi) as soon as possible and in any event within five (5) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as the Agent or the LC Issuing Bank or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information Documents required to be delivered pursuant to this Section 5.3 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if such information shall have been posted by the Applicant on an Intralinks or similar site any, to which the Administrative Agent has been granted access or shall be available on the website each of the Securities Agent and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and each Lender has access; provided that (i) upon the Applicant shall have notified the Administrative Agent request of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any BankLender, the Applicant Borrower shall deliver a paper copy copies of such information documents to the Administrative Agent or such Bank. Information required Lender (until a written request to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved cease delivering paper copies is given by the Administrative AgentAgent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent: (a) Lenders: as soon as available practicable and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating unaudited Consolidated balance sheet sheets of the Applicant Borrower and its consolidated Subsidiaries Subsidiaries, prepared in conformity with GAAP consistently applied, as at of the end of such quarter and consolidated and consolidating Consolidated statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries Subsidiaries, prepared in conformity with GAAP consistently applied, for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all duly certified (subject to year-end audit adjustments and the inclusion of abbreviated footnotes) by a Responsible Officer of the Borrower as having been prepared in accordance with generally accepted accounting principles and certificates of a Responsible Officer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail and duly certified the calculations necessary to demonstrate compliance with Section 5.03 (which requirement may be satisfied by delivering the chief financial officer or the treasurer of the Applicant Borrower's quarterly report on Form 10-Q with respect to such fiscal quarter as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant filed with the covenants set forth in Section 5.4 Securities and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) Exchange Commission); as soon as available practicable and in any event within one hundred five (105) 120 days after the end of each fiscal year of the ApplicantBorrower commencing 2004, a copy of the annual audit report for such year for the Applicant Borrower and its consolidated Subsidiaries, containing consolidated Consolidated balance sheets of the Borrower and consolidating financial its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year certified by, and accompanied by an unqualified opinion of, of an independent public accountants reasonably acceptable accountants, in each case prepared in conformity with GAAP consistently applied (which requirement may be satisfied by delivering the Borrower's annual report on Form 10-K with respect to such fiscal year as filed with the Administrative Agent (for purposes hereof, delivery Securities and Exchange Commission) together with a certificate of a Responsible Officer of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of Borrower identifying Significant Subsidiaries determined with respect to such financial statements), together with ; as soon as practicable and in any event within seven Business Days after a Compliance Certificate, in the form of Exhibit B, Responsible Officer of the chief financial officer or the treasurer Borrower becomes aware of the Applicant (A) demonstrating and certifying compliance by occurrence of each Default continuing on the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event date of Default has occurred and is continuing or, if an Event of Default has occurred and is continuingsuch statement, a statement as to of a Responsible Officer of the nature thereof Borrower setting forth details of such Default and the action which that the Applicant Borrower has taken and proposes to take with respect thereto; ; within ten (c) as soon as possible and in any event within five (510) days of the filing thereof, copies of all periodic reports (other than (x) reports on Form 11-K or any successor form, (y) current reports on Form 8-K that contain no information other than exhibits filed therewith and (z) reports on Form 10-Q or 10-K or any successor forms) under the Exchange Act (in each case other than exhibits thereto and documents incorporated by reference therein)) filed by the Borrower with the Securities and Exchange Commission; promptly after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence commencement thereof, notice of all actionsactions and proceedings before any court, suits, proceedings governmental agency or other events (A) arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.1(e) or (B) for which 4.01(f); and such other information respecting the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 the foregoing Sections 5.01(j)(i), (ii) and (iv) shall be deemed to have been delivered if such information shall have been posted on the date on which the Borrower provides notice (including notice by the Applicant on an Intralinks or similar site e-mail) to which the Administrative Agent (which notice the Administrative Agent will convey promptly to the Lenders) that such information has been granted access or shall be available posted on the website of the Securities and Exchange Commission website on the internet at ▇▇▇▇://▇▇▇.▇▇▇./▇▇▇ ▇▇▇/searches.htm or at another website identified in such notice and accessible by the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reportsLenders without charge; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver that such notice may be included in a paper copy of such information to the Administrative Agent or such Bank. Information required to be certificate delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent5.01(j)(i).

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or The Borrower will provide the Applicant shall have any obligation to pay any amount following to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLender: (ai) as soon as available and in any event within sixty (60) the earlier of two weeks following completion or 270 calendar days after fiscal year end, or, if the end of each audited financial statements of the first three quarters City of each Angleton and the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared) are not available within 270 calendar days after fiscal year end, within the two weeks following completion of such audited financial statements, the audited financial statements of the Applicant, a consolidated City of Angleton and consolidating balance sheet the City of Tomball (or alternatively the audited financial statements of the Applicant and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date Angleton Public Improvement District and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such dateTomball Public Improvement Districts, except for normal year end adjustmentsrespectively, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flowsif separately prepared), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) an annually updated special assessment plan for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (C), upon request of the Lender, a certification from an Authorized Officer of the Borrower addressed to the Lender stating that no Event of (1) neither a Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if nor an Event of Default has occurred which was continuing at the end of such Fiscal Year or on the date of such certification, or, if such an event has occurred and is continuingwas continuing at the end of such Fiscal Year or on the date of such certification, a statement as to indicating the nature thereof of such event and the action which the Applicant has taken and Borrower proposes to take with respect theretothereto and (2) the representations and warranties of the Borrower contained in this Agreement and in each of the other Related Documents are true and correct on and as of the date of such certification as though made on and as of such date; (ii) within thirty (30) days of fiscal year end (A) the annual budget of the Angleton Public Improvement District and the Tomball Public Improvement Districts, (B) the Annual Certification of Assessed Value for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (c) a parcel listing of all completed homes with the Angleton Public Improvement District and the Tomball Public Improvement Districts; (iii) promptly after process has been served on the Borrower, the Borrower will provide to the Lender written notice of any action, suit or proceeding before any court or other Governmental Authority in which there is a reasonable probability of an adverse decision which could (A) materially adversely affect the ability of the Borrower to perform its obligations hereunder or under this Agreement or any other Related Document or (B) draw into question the validity or enforceability of this Agreement, the Note or any other Related Document; (iv) as soon as possible and in any event within five (5) days after the Borrower acquires knowledge of the occurrence of each Event any event which, in the reasonable judgment of Default and each Potential Default known the Borrower, could reasonably be expected to have a Material Adverse Effect on the ability of the Borrower to perform its obligations under this Agreement, the Note or under any other Related Document, the Borrower will provide written notice thereof to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect theretoLender; (dv) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from Borrower shall provide the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsorLender, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time time, such additional information regarding the financial position, operations, business or prospects of the Borrower as may be in the possession of the Borrower, to the extent such information is related to the Reimbursements as the Lender may reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (mvi) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such other reasonable financial information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative AgentLender.

Reporting Requirements. So long Furnish to Bank, or cause to be furnished to Bank, the following: a. as soon as possible, and in any Bank shall have any Commitment event within three (3) calendar days after becoming aware of the occurrence or existence of each Default or Event of Default hereunder or in the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunderreasonable business judgment of CHC, the Applicant willoccurrence of any event that could reasonably be expected to result in a Material Adverse Effect, unless a written statement of the Required Banks shall otherwise consent chief financial officer of Borrower (or in writinghis or her absence, provide a responsible senior officer of Borrower), setting forth details of such Default, Event of Default or change, and the action which Borrower has taken, or has caused to the Administrative Agent:be taken, or proposes to take, or to cause to be taken, with respect thereto; (a) b. as soon as available and in any event within sixty (60) days after the end of each of the first three respective fiscal quarters of each respective fiscal year of the ApplicantEnergy and CHC, a consolidated and consolidating balance sheet sheets of the Applicant Energy and its consolidated Subsidiaries and CHC and its Subsidiaries, respectively, as at of the end of each such fiscal quarter and consolidated and consolidating statements of income, retained earnings and cash flows flow of the Applicant Energy and its consolidated Subsidiaries and CHC and its Subsidiaries, respectively, 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, all in reasonable detail and duly certified by the chief financial an officer or the treasurer of Energy and CHC, respectively, having appropriate knowledge of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretomatters being certified; (b) c. as soon as available and in any event within one hundred five twenty (105120) days after the end of each fiscal year (i) of the ApplicantEnergy, a copy of the annual audited report for such fiscal year for the Applicant Energy and its consolidated Subsidiaries, containing including therein consolidated balance sheets of Energy and consolidating its Subsidiaries as of the end of such fiscal year and consolidated statements of earnings and cash flow of Energy and its Subsidiaries for such fiscal year, in each case certified (without any Impermissible Qualification) in a manner acceptable to Bank by Deloitte & Touche LLP or other independent public accountants acceptable to Bank and (ii) of CHC, a copy of internally prepared financial statements for such fiscal year certified byfor CHC and its Subsidiaries, including therein consolidated balance sheets of CHC and its Subsidiaries as of the end of such fiscal year and consolidated statements of earnings and cash flow for such fiscal year; d. as soon as possible, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to in any event within 60 calendar days after the Administrative Agent (for purposes end of each fiscal quarter during the term hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of compliance certificate prepared and certified by the chief financial officer of CHC (or the treasurer in his or her absence, a responsible senior officer of the Applicant CHC) and, as applicable, each other Loan Party (Ai) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, (or if an any Event of Default has occurred and is continuing, a statement describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to determine whether Borrower is in compliance with Section 4.4 of this Agreement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer end of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto;applicable period. (d) as soon as possible and in any event within five (5) days after e. promptly upon receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material management letters and other substantive reports that the Applicant sends submitted to any Loan Party by independent certified public accountants in connection with any annual audit of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;such party. (h) as soon as possible and in any event within five (5) days after requestedf. from time to time, such other information respecting regarding the business, properties, assets, liabilities (actual affairs or contingent), results financial condition of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof Loan Party as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLender: (a) (i) as soon as available and in any event within sixty (60) 60 days after the end of each fiscal year of the first three quarters Borrowers, the following financial statements and (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the ApplicantBorrowers, the following financial statements accompanied by an opinion thereon acceptable to the Lender by an independent accountant of national standing selected by the Borrowers and acceptable to the Lender: a consolidated and consolidating balance sheet of the Applicant Borrowers and its consolidated their Consolidated Subsidiaries as at of the end of such quarter fiscal year and a consolidated income statement and consolidating statements statement of income, retained earnings cash flow and cash flows statement of changes in stockholders' equity of the Applicant Borrowers and its their Consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP; (b) as soon as available and in any event within 7 days after the end of each month of each fiscal year of the Borrowers, a consolidated balance sheet of the Borrowers and their Consolidated Subsidiaries as of the end of such month and a consolidated income statement and statement of cash flow and statement of changes in stockholders' equity, of the Borrowers and their Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all in reasonable detail and duly stating in comparative form the respective consolidated figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP and certified by either the chief financial officer or the treasurer chief accounting officer of the Applicant Borrowers (subject to year-end adjustments); (c) on or before June 26, 1998, financial and cash flow projections, in form and substance satisfactory to the Lender, which may be the Budget, for the period ending September 25, 1998, with weekly (provided by the close of business each Monday) compliance updates showing actual sources and uses and line item and backup compliance with the Budget for the prior week; (d) promptly upon receipt by Borrowers, but in any event no later than 24 hours thereafter, copies of all consultants' reports, investment bankers' reports, accountants' management letters, business plans and similar documents. The Borrowers shall not be obligated to provide copies of any such documents, however, which are subject to any privilege and as fairly presenting to which disclosure to the Lender would cause such privilege to be waived, but if the Borrowers claim that any document is so privileged, they shall promptly provide the Lender with a letter describing the document and stating the basis for such claim of privilege; (e) copies of all proposed pleadings, motions, applications, financial information and other papers and documents to be filed or received by the Borrowers in the Chapter 11 Cases pertaining to the Loans, the Disclosure Statement or the Chapter 11 Plan, with sufficient time to permit review by Lender; (f) promptly upon their becoming available, but in any event no later than 24 hours thereafter, copies of all material respects (i) reports, financial statements or other information delivered by the Borrowers to their shareholders generally or to the members of any creditors' committee appointed in the Chapter 11 Cases, (ii) reports, proxy statements, financial statements and other information generally distributed by the Borrowers to their creditors or the financial condition community in general and (iii) audit or other reports submitted to the Borrowers by independent accountants in connection with any annual, interim or special audit of the Applicant and its consolidated Subsidiaries as at such date and the results Borrowers; (g) promptly upon becoming aware of operations any Event of the Applicant and its consolidated Subsidiaries for the periods ended on such dateDefault or Default, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)notice thereof, together with a Compliance Certificate, in the form of Exhibit B, written statement of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial accounting officer of the Applicant Borrowers setting forth the details of such Event of Default or Potential Default thereof and the any action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof thereto taken or contemplated to be taken by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchangeBorrowers; (h) as soon as possible and promptly upon becoming aware thereof, but in any event within five no later than 24 hours after Borrowers learn of such event, notice of any event which the Borrowers believe in good faith is reasonably likely to have, or actually has had, a material effect on the condition (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise), business, operation or prospects of the Applicant Borrowers or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably requestof their Subsidiaries; (i) from time to time and promptly upon each requestBorrowers becoming aware of such proceedings, information with notice of all legal and arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and any material development in respect to of such legal or other proceedings, against or affecting the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III Borrowers or any of Pub. L. 107-56 (signed into law October 26, 2001);their Subsidiaries; and (j) as soon as possible such other information and in any event within fifteen (15) days after such form as the occurrence of each ERISA Event Lender may reasonably request, such as ad hoc intra-week or daily requests for the failure Borrowers' line item cash position, cash flow forecasts or current payables or balance sheet information from time to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇time.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating Consolidated balance sheet of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at of the end of such quarter and consolidated and consolidating Consolidated statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all ; (ii) as soon as available and in reasonable detail and duly certified by any event within 90 days after the chief financial officer or the treasurer end of each fiscal year of the Applicant as fairly presenting in all material respects the financial condition Borrower, a copy of the Applicant Annual Report on Form 10-K for such year for the Borrower and its consolidated Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at such date and the results of operations of the Applicant end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants acceptable to the periods ended Required Lenders; (iii) as soon as possible and in any event within five days after the occurrence of each Default continuing on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery date of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuingstatement, a statement as to of a Financial Officer of the nature thereof Borrower setting forth details of such Default and the action which that the Applicant Borrower has taken and proposes to take with respect thereto; (biv) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and thereof copies of all reports and registration statements which that the Applicant Borrower or any of its Subsidiaries files Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; (hv) as soon as possible promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in any event within five Section 4.01(f); and (5vi) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Furnish to pay any amount to the Administrative each Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agentand each Lender: (ai) as soon as available and in any event within sixty (60) 30 days after the end of each fiscal quarter of the Borrower and its Subsidiaries commencing with the first three quarters of each fiscal year quarter of the Applicant, a Borrower and its Subsidiaries ending after the Effective Date internally-prepared consolidated and consolidating balance sheet sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter quarter, and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail (and to include, in the case of the consolidated statements of stockholders' equity and cash flows, revenue and volume data for any products acquired and/or marketed by a Loan Party or any of its Subsidiaries to the extent that such product accounts for 5% or more of net revenues of the Borrower and its Subsidiaries on a consolidated basis) by product line (to the extent available and in any event including profit and loss information by product line to the gross margin level) and reasonably acceptable to the Collateral Agent and certified by an Authorized Officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and the results of operations and cash flows of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments; (ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, commencing with Fiscal Year ending December 31, 2005, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in the financial statements for the immediately preceding Fiscal Year, all in reasonable detail and duly prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Collateral Agent (which opinion shall be without (A) a "going concern" or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03), together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their certification of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default relating to Section 6.03, and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof; (iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries commencing with the first fiscal month of the Borrower and its Subsidiaries ending after the Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such fiscal month, all in reasonable detail and certified by the chief financial officer or the treasurer an Authorized Officer of the Applicant Borrower as fairly presenting presenting, in all material respects respects, the financial condition position of the Applicant Borrower and its consolidated Subsidiaries as at the end of such date fiscal month and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of incomeoperations, retained earnings and cash flowsflows of the Borrower and its Subsidiaries for such fiscal month, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to the absence of footnotes and normal year-end adjustments; (iv) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 6.01(a), together with a Compliance Certificate, in the form certificate of Exhibit B, an Authorized Officer of the chief financial officer or the treasurer of the Applicant Borrower (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuingexisted, a statement as to describing the nature and period of existence thereof and the action which the Applicant has taken Borrower and proposes its Subsidiaries propose to take or have taken with respect theretothereto and (B) attaching a schedule showing the calculations of the Loan to Value Ratio covenant specified in Section 6.03; (bA) as soon as available and in any event within one hundred five (105) 30 days after the end of each fiscal year month of the Applicant, a copy Borrower and its Subsidiaries commencing with the first fiscal month of the annual report for such year for the Applicant Borrower and its consolidated SubsidiariesSubsidiaries ending after the Effective Date, containing consolidated reports in form and consolidating financial statements for detail satisfactory to the Collateral Agent and certified by an Authorized Officer of the Borrower as being accurate and complete (1) listing all Accounts Receivable of the Loan Parties as of such year day (including an aging thereof) and such other information with respect to such Accounts Receivable as the Collateral Agent may reasonably request and (2) listing all accounts payable of the Loan Parties as of each such day (including an aging thereof) and such other information with respect to such accounts payable as the Collateral Agent may reasonably request, and (B) as soon as available and in any event within 30 days after the end of each fiscal quarter of the Borrower and its Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Effective Date, reports in form and detail satisfactory to the Collateral Agent and certified byby an Authorized Officer of the Borrower as being accurate and complete listing all Inventory of the Loan Parties as of each such day, and accompanied by an unqualified opinion of, independent public accountants containing a breakdown of such Inventory in a form reasonably acceptable satisfactory to the Administrative Collateral Agent (for purposes hereof, delivery of and such other information with respect to such Inventory as the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant Collateral Agent may reasonably request; (A) demonstrating as soon as available and certifying compliance by in any event not later than 30 days prior to the Applicant with end of each Fiscal Year, financial projections, supplementing and superseding the covenants set forth financial projections referred to in Section 5.4 5.01(g)(ii)(A), prepared on a monthly basis and otherwise in form and substance reasonably satisfactory to the Collateral Agent, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries, and (B) stating as soon as available and in any event not later than 30 days prior to the end of each fiscal quarter, financial projections, supplementing and superseding the financial projections referred to in Section 5.01(g)(ii)(B), prepared on a monthly basis and otherwise in form and substance reasonably satisfactory to the Collateral Agent, for each remaining quarterly period in such Fiscal Year, all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (vii) promptly after submission to any Governmental Authority (other than the FDA), to the fullest extent permitted by applicable law, all documents and information furnished to such Governmental Authority (other than to the extent that no Event provision of Default has occurred such documents or information to the Agents and is continuing orthe Lenders would invalidate any privileged status granted by such Governmental Authority with respect to such documents or information, if in which case, the Loan Parties shall furnish a summary of the documents or information so provided that does not invalidate such privilege) in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (viii) promptly, and in any event within 3 Business Days after the occurrence of an Event of Default has occurred and is continuingor Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, a the written statement as to of an Authorized Officer of the nature thereof Borrower setting forth the details of such Event of Default or Default or other such event or development and the action which the Applicant has taken and affected Loan Party proposes to take with respect thereto; (cix) as soon as possible promptly, and in any event within five 5 Business Days after any Loan Party knows or has reason to know of (5A) days after any material violation, claim, complaint, charge or receipt of any material violation, claim, complaint or charge of or under the occurrence Food and Drug Act or any material applicable statutes, rules, regulations, guidelines, policies orders or directives administered or issued by the FDA, including without limitation receipt by any Loan Party or any of its Subsidiaries of any Product Recall Notice, or any other FDA Notice or amendment to a previous Product Recall Notice or FDA Notice or (B) any other investigation by the FDA of any Loan Party (other than any routine inquiry), in each Event of Default and each Potential Default known to the Applicantcase, a statement of the chief financial officer an Authorized Officer of the Applicant Borrower setting forth the details of such Event of Default or Potential Default occurrence and the action actions, if any, which the Applicant has taken and such Loan Party proposes to take with respect thereto, and in the case of a written document evidencing such event, together with a true, correct and complete copy of such Product Recall Notice, FDA Notice or amendment or other notice, as the case may be, and in the case of clause (B), to the fullest extent permitted by applicable law, all documents and information furnished to the FDA (other than to the extent that provision of such documents or information to the Agents and the Lenders would invalidate any privileged status granted by the FDA with respect to such documents or information, in which case, the Loan Parties shall furnish a summary of the documents or information so provided that does not invalidate such privilege) in connection with any such investigation; (dA) as soon as possible promptly and in any event within five 10 Business Days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (51) days any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within 10 Business Days after receipt thereof by the Applicant any Loan Party or any of its ERISA Affiliates Affiliate thereof from the PBGC PBGC, copies of each notice received by the Applicant any Loan Party or such any ERISA Affiliate thereof of the PBGC’s 's intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; , (eC) as soon as possible promptly and in any event within five 10 Business Days after the filing thereof with the Internal Revenue Service if requested by any Agent, copies of each Schedule B (5Actuarial Information) days to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 Business Days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 10 Business Days after receipt thereof by the Applicant any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan sponsoror from the PBGC, a copy of each notice received by the Applicant any Loan Party or such any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability in the amount of at least $1,000,000 pursuant to under Section 4202 of ERISA in respect or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; ERISA, and (fF) as soon as possible promptly and in any event within five 10 Business Days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (5as defined in WARN) days to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof; (xi) promptly after the Applicant becomes aware commencement thereof but in any event not later than 5 Business Days after service of process with respect thereto on, or the occurrence thereofobtaining of knowledge thereof by, any Loan Party, notice of all actionseach action, suits, proceedings suit or proceeding before any court or other events (A) of the type described in Section 4.1(e) Governmental Authority or (B) for which the Administrative Agent other regulatory body or the Banks will any arbitrator which, if adversely determined, could reasonably be entitled expected to indemnity under Section 8.3have a Material Adverse Effect; (gxii) as soon as possible promptly, and in any event within five (5A) days 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract (other than any aaiPharma Acquisition Document), (B) except as specified in clause (C) below, 3 Business Days after execution, receipt or delivery thereof, copies of any documents, correspondence or notices that any Loan Party executes or receives in connection with any aaiPharma Acquisition Document and (C) 5 Business Days after the execution, receipt or delivery by any Loan Party of any reports or statements to or from the aaiPharma Sellers, including, without limitation, the Lifecycle Product Statement, New Product Statement, Closing Date Inventory Statement and the Post-Signing Shipments Statement (as such terms are defined in the aaiPharma Acquisition Agreement), and any financial statements or other financial information delivered to the aaiPharma Sellers under Section 8.18 of the aaiPharma Acquisition Agreement or otherwise; (xiii) promptly, and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of the Capital Stock (other than pursuant to a stock option plan or stock incentive plan approved by the Board of Directors of the Borrower) of, or all or substantially all of the assets of, any Loan Party; (xiv) promptly after the sending or filing thereof, copies of all material statements, reports that the Applicant and other information any Loan Party sends to any holders of its security holdersIndebtedness (other than intercompany Indebtedness, Capitalized Lease Obligations and copies of all reports and registration statements which the Applicant purchase money Indebtedness) or any of its Subsidiaries securities or files with the Securities and Exchange Commission SEC or any national (domestic or foreign) securities exchange; (hxv) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) 15 days after the occurrence delivery of each ERISA Event or the failure to satisfy financial statements of the “minimum funding standard” Borrower and its Subsidiaries required by clause (as defined in Section 412(aiii) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative AgentSection

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or The Guarantor will furnish to each of the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentBanks: (a) as soon as available possible and in any event within sixty (60) five days after the end occurrence of each of Default continuing on the first three quarters of each fiscal year of the Applicant, a consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries as at the end date of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuingstatement, a statement of an authorized financial officer of the Borrower or the Guarantor, as to the nature thereof case may be, setting forth the details of such Default and the action actions, if any, which the Applicant Borrower or the Guarantor has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) not later than 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantGuarantor, a copy the Consolidated and consolidating balance sheets of the annual report for Guarantor and its Subsidiaries as of the end of such year quarter (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and the Consolidated and consolidating statements of income and cash flow statements of the Guarantor and its Subsidiaries for the Applicant period commencing at the end of the previous year and its consolidated ending with the end of such quarter (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, containing consolidated including the Borrower, as separate entities), all in reasonable detail and consolidating financial statements for such year duly certified by, and accompanied (subject to year-end audit adjustments) by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery authorized financial officer of the Applicant’s appropriately completed Form 10‑K will be sufficient Guarantor as having been prepared in lieu of delivery of such financial statements)accordance with generally accepted accounting principles, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (Bi) stating that he has no Event of knowledge that a Default has occurred and is continuing occurred, or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action action, if any, which the Applicant has taken and Guarantor proposes to take with respect thereto, and (ii) showing in detail the calculation supporting such statement in respect of Section 7.01; (c) as soon as possible available and in any event within five (5) not later than 120 days after the occurrence end of each Event fiscal year of Default the Guarantor, a copy of the annual audit report for such year for the Guarantor and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Guarantor and its Subsidiaries as of the end of such fiscal year (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and Consolidated and consolidating statements of income and cash flow statements of the Guarantor and its Subsidiaries for such fiscal year (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), in each Potential Default known case prepared in accordance with generally accepted accounting principles and certified by KPMG Peat Marwick or other independent certified public accountants of recognized standing acceptable to the ApplicantMajority Banks, together with a statement certificate of such accounting firm to the Banks (i) stating that, in the course of the chief financial officer regular audit of the Applicant setting forth details business of the Guarantor and its Subsidiaries, which audit was conducted by such Event of Default or Potential Default and the action which the Applicant accounting firm in accordance with generally accepted auditing standards, such accounting firm has taken and proposes to take with respect thereto;obtained (d) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies end of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereoffiscal quarter, copies of all material proxy material, reports that and other information which the Applicant Guarantor sends to any of its security holders, and copies of all reports and registration statements which the Applicant Guarantor or any Subsidiary of its Subsidiaries the Guarantor files with the Securities and Exchange Commission or any national securities exchange; (he) as soon as possible and in any event (i) within five 30 Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any Termination Event described in clause (5i) of the definition of Termination Event with respect to any Plan has occurred and (ii) within 10 Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any other Termination Event with respect to any Plan has occurred or is reasonably expected to occur, a statement of the chief financial officer or chief accounting officer of the Guarantor describing such Termination Event and the action, if any, which the Guarantor or such ERISA Affiliate of the Guarantor proposes to take with respect thereto; (f) promptly after receipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor, copies of each notice received by the Guarantor or any ERISA Affiliate of the Guarantor from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan; (g) within 30 days following request therefor by any Bank, copies of each Schedule B (Actuarial Information) to each annual report (Form 5500 Series) of the Guarantor or any ERISA Affiliate of the Guarantor with respect to each Plan; (h) promptly after requestedreceipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor from the sponsor of a Multiemployer Plan, a copy of each notice received by the Guarantor or any ERISA Affiliate of the Guarantor concerning (i) the imposition of a Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or expected to be incurred, by the Guarantor or any ERISA Affiliate of the Guarantor in connection with any event described in clause (i), (ii) or (iii) above; (i) promptly after it has knowledge of (A) any material litigation pending or threatened against it which could reasonably be expected to cause a material adverse change in the financial condition of the Borrower, the Guarantor, or any Subsidiary, or (B) the occurrence of any other contingency which could reasonably be expected to cause a material adverse change in the financial condition of the Borrower, the Guarantor or any Subsidiary; and (j) such other information respecting the business, business or properties, assets, liabilities (actual or contingent), results of operations, prospects, the condition or operations, financial or otherwise, of the Applicant Borrower or the Guarantor or any Subsidiary thereof of their Subsidiaries as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish directly to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent:Bank: ---------------------- (ai) as soon as available and in any event within sixty (60120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statements of cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year, and all prepared in accordance with generally accepted accounting principles and as to the consolidated statements accompanied by an opinion thereon acceptable to the Bank by independent accountants of national standing selected by the Borrower; ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at of the end of such quarter and a consolidated and consolidating income statement and statements of income, retained earnings and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly stating in comparative form the respective consolidated and consolidating figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with generally accepted accounting principles and certified by the chief financial officer or the treasurer of the Applicant as fairly presenting Borrower (subject to year-end adjustments); iii) promptly upon receipt thereof, copies of any reports submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in all material respects connection with examination of the financial condition statements of the Applicant and its consolidated Subsidiaries as at Borrower or any such date and Subsidiary made by such accountants; iv) simultaneously with the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated financial statements of incomereferred to above, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, certificate of the chief financial officer or the treasurer Chief Financial Officer of the Applicant Borrower (Ai) demonstrating and certifying compliance by that to the Applicant with the covenants set forth in Section 5.4 and (B) stating that best of his knowledge no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, and (ii) with computations demonstrating compliance with the Applicant has covenants contained in Sections 5c, 5d, 5e and 5f; v) promptly after the commencement thereof, notice of each action, suit, and proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries; vi) as soon as possible after the occurrence of each Default or Event of Default, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken and proposes to take by the Borrower with respect thereto; vii) at all times indicated in (ci) above, a copy of the management letter prepared by the independent auditors; viii) as soon as possible available, (A) each financial statement, report, notice and in proxy statement sent or made available by the Borrower or by any event within five Subsidiary to holders of its stock generally, (5B) days after each periodic or special report, registration statement, prospectus and other written communication other than a transmittal letter filed by the occurrence of each Event of Default Borrower or by any Subsidiary with, and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice written communication received by the Applicant Borrower or such ERISA Affiliate by any Subsidiary from, any securities exchange or the Securities and Exchange Commission, (C) each annual report relating to any Pension Plan and filed with the Internal Revenue Service, with the Department of Labor or with the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; Pension Benefit Guaranty Corporation and (eD) as soon as possible each press release and in any event within five (5) days after receipt thereof other statement made available by the Applicant Borrower or by any ERISA Affiliate from a Multiemployer Plan sponsorSubsidiary to the public generally and relating to the business, a copy of each notice received by the Applicant operations, assets, affairs or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant condition (financial or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (Aother) of the type described in Section 4.1(e) Borrower or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3of any Subsidiary; (gix) as soon as possible promptly, from time to time, such other information regarding the operations, business affairs and in any event within five (5) days after financial condition of the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, Borrower and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with as the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the Applicantquarter ending March 31, 2003), a copy of such Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries such Borrower as at of the end of such quarter and the related consolidated and consolidating statements statement of income, retained earnings and cash flows income of the Applicant and its consolidated Subsidiaries such Borrower for the period commencing at the end portion of the previous such Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all each case prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery GAAP, subject to the absence of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet footnotes and consolidated statements of income, retained earnings and cash flowsto year-end adjustments), together with a Compliance Certificate, in the form certificate of Exhibit B, an authorized officer of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) such Borrower stating that no Event of Default or Potential Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if an any such Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and such Borrower proposes to take with respect thereto; (ciii) as soon as possible available and in any event within five (5) 105 days after the occurrence end of each fiscal year of such Borrower, a copy of such Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of such Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of income, retained earnings (if applicable) and cash flows of such Borrower for such fiscal year, certified by Pricewaterhouse Coopers LLP or other certified public accountants of recognized national standing), together with a certificate of an authorized officer of such Borrower stating that no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and each Potential Default known to the Applicantis continuing or, a statement of the chief financial officer of the Applicant setting forth details of if any such Event of Default or Potential Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and such Borrower proposes to take with respect thereto; (div) as soon as possible concurrently with the delivery of the annual and quarterly reports referred to in any event within five (5Sections 5.01(b)(ii) days after receipt thereof and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Applicant Chief Financial Officer, Treasurer or any an Assistant Treasurer of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such PlanBorrower; (ev) except as soon as possible and otherwise provided in any event within five clause (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(eii) or (Biii) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days above, promptly after the sending or filing thereof, copies of all material reports that the Applicant such Borrower sends to any of its security holders, and copies of all reports Reports on Form 10-K, 10-Q or 8-K, and registration statements which the Applicant and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; exchange (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect except to the Applicant as a Bank may request in order extent that any such registration statement or prospectus relates solely to comply with the USA Patriot Act (Title III issuance of Pub. L. 107-56 (signed into law October 26, 2001securities pursuant to employee or dividend reinvestment plans of such Borrower or such Subsidiary); (jvi) as soon as possible and in promptly upon becoming aware of the institution of any event within fifteen (15) days after the occurrence of each ERISA Event steps by such Borrower or any other Person to terminate any Plan, or the failure to satisfy the “minimum funding standard” (as defined in Section 412(amake a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the Code)taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and as to the action which the Applicant has taken and such Borrower proposes to take with respect thereto; (kvii) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge upon becoming aware thereof, notice of any change in the ratings of the Bonds received from S&P or ▇M▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if ▇ Rating or the S&P Rating for such Borrower; and (viii) such other information shall have been posted by respecting the Applicant on an Intralinks condition, operations, business or similar site to which the Administrative Agent has been granted access prospects, financial or shall be available on the website otherwise, of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent such Borrower or any Bankof its Subsidiaries as any Lender, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by through the Administrative Agent, may from time to time reasonably request.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Furnish to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agenteach Lender: (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)GAAP, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which that the Applicant has taken and Borrower proposes to take with respect thereto; (ciii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above (each a “Report”), a certificate signed by the principal executive officer and the principal financial officer of the Borrower(each, a “Certifying Officer”) certifying that (i) each Certifying Officer has reviewed the Report; (ii) based on such Certifying Officer’s knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (iii) based on such Certifying Officer’s knowledge, the financial statements, and other financial information included in the Report, fairly represent in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries as of, and for, the period presented in the Report; (iv) such Certifying Officer and the other Certifying Officer (A) are responsible for establishing and maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the Borrower and its Subsidiaries is made known to such officers by others within the entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the internal controls of the Borrower as of a date within 90 days prior to the Report; and (D) have presented in the Report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (v) such Certifying Officer and the other Certifying Officer have disclosed to the auditors and the audit committee of the Board of Directors of the Borrower (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the ability of the Borrower to record, process, summarize, and report financial data and have identified for the Borrower’s auditors any material weakness in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Borrower; and (vi) such Certifying Officer and the other Certifying Officer have indicated in the Report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Furthermore, such certificate signed by the Certifying Officers shall (i) certify as to whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) set forth in reasonable detail calculations demonstrating compliance with Section 5.02(i) and (iii) state whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within five (5) 30 days after any ERISA Event described in clause (i) of the occurrence definition of each ERISA Event with respect to any Plan of Default the Borrower or any ERISA Affiliate of the Borrower has occurred and each Potential Default known (B) within 10 days after any other ERISA Event with respect to any Plan of the ApplicantBorrower or any ERISA Affiliate of the Borrower has occurred, a statement of the chief financial officer of the Applicant setting forth details of a Senior Financial Officer describing such ERISA Event of Default or Potential Default and the action action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; (dvi) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (evii) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 250,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; (fviii) as soon as possible and in any event within five (5) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e4.01(g) or (B) for which the Administrative Agent or Agent, the Banks LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.38.04(c); (gix) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such proxy statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Applicant or any of its Subsidiaries Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange;; and (hx) as soon as possible and in any event within five (5) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as the Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank The Borrower shall have any Commitment hereunder or the Applicant maintain a standard system of accounting established and administered in accordance with GAAP and shall have any obligation cause to pay any amount be delivered to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to (for prompt distribution by the Administrative Agent:Agent to Lenders): (a) as soon as available and in any event within sixty (60) 90 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower (commencing with the fiscal year ending September 30, 2022), a consolidated and consolidating balance sheet of the Applicant Loan Parties and its consolidated their Subsidiaries as at of the end of such quarter that fiscal year and the related consolidated and consolidating statements of incomeoperations, retained earnings stockholders’ equity and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous that fiscal year and ending with the end of such quarteryear, all in reasonable detail with accompanying notes and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such dateschedules, except for normal year end adjustments, all prepared in accordance with Agreement Accounting Principles GAAP consistently applied (for purposes hereof delivery and audited and reported upon by Deloitte & Touche LLP or another firm of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu independent certified public accountants of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance similar recognized standing selected by the Applicant with the covenants set forth in Section 5.4 Borrower and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as acceptable to the nature thereof Administrative Agent (such audit report shall be unqualified except for qualifications relating to changes in GAAP and required or approved by the action Borrower’s independent certified public accountants); the financial statements filed with or furnished to the Securities and Exchange Commission by the Borrower (and which are available online) shall be deemed to have been provided by the Applicant has taken and proposes to take with respect theretoBorrower under this reporting requirement; (b) as soon as available and in any event within one hundred five 45 days after the end of each of the first three quarters, of each fiscal year of the Borrower, a consolidated balance sheet of the Loan Parties and their Subsidiaries as of the end of that quarter, and the related consolidated statement of operations and cash flows of the Loan Parties and their Subsidiaries for the period from the beginning of the fiscal year to the end of that quarter, all prepared in accordance with GAAP consistently applied, unaudited but certified to be true and accurate, subject to normal year-end audit adjustments, by an Authorized Financial Officer of the Borrower; the financial statements filed with or furnished to the Securities and Exchange Commission by the Borrower (105and which are available online) shall be deemed to have been provided by the Borrower under this reporting requirement; (c) (x) concurrently with the delivery of the financial statements described in subsection (a) above, to the extent such accountants issue such letters, a letter signed by that firm of independent certified public accountants to the effect that, during the course of their examination, nothing came to their attention which caused them to believe that any Event of Default has occurred, or if such Event of Default has occurred, specifying the facts with respect thereto, (y) concurrently with the delivery of the financial statements described in subsection (a) or (b) above, a certificate signed by the Chief Executive Officer, President or Executive Vice President and an Authorized Financial Officer of the Borrower to the effect that having read this Agreement, and based upon an examination which they deemed sufficient to enable them to make an informed statement, there does not exist any Event of Default or Default, or if such Event of Default or Default has occurred, specifying the facts with respect thereto and any action taken or proposed to be taken with respect thereto, and (z) concurrently with the delivery of the financial statements described in subsection (a) or (b) above, a certificate of an Authorized Financial Officer of the Borrower including, with respect to such financial statements, any adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; (d) within 90 days after the beginning of each fiscal year of the Borrower (commencing with the fiscal year beginning October 1, 2023, a projection, in reasonable detail and in form and substance satisfactory to the Administrative Agent, on a quarterly basis, of the earnings, cash flow, balance sheet and covenant calculations (with assumptions for all of the foregoing) of the Loan Parties and their Subsidiaries for that fiscal year; (e) promptly upon becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Borrower to its stockholders, and of all regular and periodic reports and other material (including copies of all registration statements and reports under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended) filed by the Borrower with or furnished to any securities exchange or any governmental authority or commission, except material filed with or furnished to governmental authorities or commissions relating to the development of Real Property Inventory in the ordinary course of the business of the Loan Parties and which does not relate to or disclose any Material Adverse Effect; the reports and financial statements filed with or furnished to the Securities and Exchange Commission by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower under these reporting requirements; (f) as soon as available and in any event within 90 days after the end of the fourth quarter of each fiscal year for the Joint Ventures, a statement of earnings, assets, liabilities and net worth, indicating Borrower’s and each Loan Party’s pro rata share thereof, in the form attached as Schedule 6.1(f); (g) the following reports: within 45 days after the end of each of the first three quarters, and within 90 days after the end of each fiscal year of the ApplicantBorrower (commencing with the quarter ending December 31, 2022 and fiscal year ending September 30, 2022), a copy of report which shall include the annual report information and calculations provided for such year for in the Applicant Compliance Certificate attached to this Agreement, which shall be in reasonable detail and its consolidated Subsidiaries, containing consolidated in form and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable substance satisfactory to the Administrative Agent (for purposes hereofAgent, delivery with calculations indicating whether the Borrower is in compliance, as of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery last day of such financial statements)quarterly or annual period, together as the case may be, with a Compliance Certificate, in the form of Exhibit B, provisions of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event 7.1 of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof Borrower and the action which Loan Parties (the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 reports furnished pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; this subsection (g) as soon as possible shall each be certified to be true and in any event within five (5) days after correct by an Authorized Financial Officer of the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchangeBorrower); (h) as soon as possible and in any event within five (5) 30 days after requestedthe Borrower knows that any Reportable Event has occurred with respect to any Plan, such other information respecting the businessa statement, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, signed by an Authorized Financial Officer of the Applicant or any Subsidiary thereof as any Bank through Borrower, describing said Reportable Event and the Administrative Agent may from time action which the Borrower proposes to time reasonably requesttake with respect thereto; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) 10 days after receipt thereof by any of the occurrence Loan Parties or any of each ERISA Event their Subsidiaries, a copy of (i) any notice or claim to the failure effect that any of the Loan Parties or of their Subsidiaries is or may be liable to satisfy any Person as a result of the “minimum funding standard” release by any of the Loan Parties, any of their Subsidiaries, or any other Person of any Hazardous Substance into the environment, and (ii) any notice alleging any violation of any Environmental Law or any federal, state or local health or safety law or regulation by any of the Loan Parties or any of their Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect; (j) concurrently with the quarterly financial statements described in subsection (b) above (or such later date as the Administrative Agent may agree in its sole discretion) following the end of any quarter in which there occurred an event that requires a Subsidiary that is not then a Guarantor to become a Guarantor under this Agreement (as defined described in Section 412(a6.7 below) (or at any time that the Borrower may elect to cause any other Subsidiary to be a Guarantor), the Borrower shall deliver to the Administrative Agent (i) a supplemental guaranty, substantially in the form provided for in the Guarantee Agreement, executed by a duly authorized officer of such Subsidiary; (ii) a copy of the Code)certificate of incorporation or other organizational document of such Subsidiary, a statement certified by the secretary of state or other official of the chief financial officer state or other jurisdiction of its incorporation; (iii) representations and warranties from Borrower regarding such Guarantor’s formation, authority, execution, delivery, non-contravention and enforceability of the Applicant setting forth details supplemental guaranty as are delivered by the Borrower and Loan Parties at the Closing Date and (iv) such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such ERISA Event or such failure Person in form, content and the action which the Applicant has taken and proposes scope reasonably satisfactory to take with respect theretoAdministrative Agent; (k) promptly such supplements to the aforementioned documents and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly additional information and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which reports as the Administrative Agent has been granted access or shall be available on the website of the Securities any Lender may from time to time reasonably require and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ information and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if documentation reasonably requested by the Administrative Agent or any BankLender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Applicant shall deliver Patriot Act; and (l) as soon as available, but in any event within twenty (20) days after the end of each calendar month, a paper copy Borrowing Base Certificate, certified by an Authorized Financial Officer of the Borrower, showing the calculation of the Borrowing Base and Borrowing Base Availability as of the last day of such information month, in each case, in form and substance reasonably satisfactory to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Furnish to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agenteach Lender: (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, consolidated operations, consolidated retained earnings and consolidated cash flows of the Applicant Borrower and its consolidated Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), generally accepted accounting principles together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter shall be deemed to satisfy such financial statement delivery requirements; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and statements of consolidated operations, consolidated retained earnings and consolidated cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case in reasonable detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Annual Report on Form 10-K (containing such statements) or Current Report on Form 8-K (containing such statements) for such year shall be deemed to satisfy such financial statement delivery requirements; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; (cv) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC PBGC, copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s 's intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (evi) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 25,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; (fvii) as soon as possible and in any event within five (5) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.1(e4.01(d) or (B) for which the Administrative Agent or and the Banks Lenders will be entitled to indemnity under Section 8.38.04(c); (gviii) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such information statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements (other than registration statements related to employee benefits plans) and periodic or special reports, if any, which the Applicant or any of its Subsidiaries Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; (hix) such information concerning the Borrower's Year 2000 Programs as soon as possible and in any event within five the Administrative Agent may reasonably request; and (5x) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries (including, but not limited to, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service) as the Administrative Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder The Co-Borrowers will deliver, or the Applicant shall have any obligation cause to pay any amount be delivered, to the Administrative Agent or any Bank hereundereach of the following, the Applicant will, unless the Required Banks which shall otherwise consent be in writing, provide form and detail reasonably acceptable to the Administrative AgentBank: (a) as soon as available available, and in any event within sixty one hundred twenty (60120) days after the end of each of the first three quarters of each fiscal year of the ApplicantCo-Borrowers, a consolidated and consolidating balance sheet audited annual financial statements of the Applicant Consolidated Group with the unqualified opinion of independent certified public accountants selected by the Consolidated Group and its consolidated Subsidiaries acceptable to the Bank, which annual financial statements shall include the balance sheets of the Consolidated Group as at the end of such quarter fiscal year and consolidated and consolidating the related statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries Consolidated Group for the period commencing at the end of the previous fiscal year then ended, prepared on a consolidating and ending with the end of such quarterconsolidated basis, all in reasonable detail and duly certified prepared in accordance with GAAP, together with (i) a report signed, by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default hereunder and all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Co-Borrowers are in compliance with the Financial Covenants; and (ii) a certificate of the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such dateCo-Borrowers, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, substantially in the form of Exhibit BF, stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the chief financial officer occurrence of any Default or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing orhereunder and, if an Event of Default or Potential Default has occurred and is continuingso, a statement as to stating in reasonable detail the nature thereof and the action which the Applicant has taken and proposes to take facts with respect thereto, and a budget for the current fiscal year and financial projections for the current fiscal year and for the immediately succeeding fiscal year; (b) as soon as available and in any event within one hundred five thirty (10530) days after the end of each fiscal year month of the ApplicantCo-Borrowers, an unaudited/interim balance sheet and statement of income, cash flow and retained earnings of the Consolidated Group as at the end of and for such fiscal month and for the year-to-date period then ended, prepared on a consolidating and consolidated basis, in reasonable detail and stating in comparative form the budget of the Consolidated Group for such fiscal month and for the year-to-date period then ended and the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; (c) as soon as available and in any event within twenty (20) days after the end of each fiscal quarter of the Co-Borrowers, a copy certificate of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating chief financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery officer of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements)Co-Borrowers, together with a Compliance Certificate, substantially in the form of Exhibit BG, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of the chief financial officer occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the treasurer of facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the Applicant computations as to (A) demonstrating and certifying compliance by the Applicant with applicable Status for purposes of establishing the covenants set forth in Section 5.4 appropriate Margins and (B) stating that no whether or not the Co-Borrowers are in compliance with the Financial Covenants; (d) within fifteen (15) days after the end of each month, a properly completed and executed Borrowing Base Certificate as at the end of such month; (e) not later than January 31 of each fiscal year of the Co-Borrowers, the projected balance sheets, income statements, Capital Expenditures budget, and cash flow statements for the Consolidated Group for each month of such year, each in reasonable detail, representing the good faith projections of the Co-Borrowers for each such month, and certified by the Co-Borrowers’ chief financial officer as being the most accurate projections available and identical to the projections used by the Co-Borrowers for internal planning purposes, together with such supporting schedules and information as the Bank from time to time may reasonably request; (f) as soon as available and in any event within thirty (30) days after the end of each fiscal month of the Co-Borrowers, any and all receivables schedules, collection, agings of accounts receivable and accounts payable, inventory reports and such other material reports, records or information as the Bank from time to time may reasonably request; (g) as soon as available and in any event within thirty (30) days after the end of each fiscal month of the Co-Borrowers, an account statement with respect to the Account (as defined in the Securities Account Pledge Agreement) from the institution holding such Account; (h) immediately after the commencement thereof, notice in writing of all uninsured litigation and of all proceedings before any governmental or regulatory agency affecting any Credit Party of the type described in Section 4.6 or which (i) seek a monetary recovery against any Credit Party in excess of $250,000 or (ii) if determined adversely to any Credit Party, could reasonably be expected to have a Material Adverse Effect; (i) as promptly as practicable (but in any event not later than five (5) Business Days) after an officer of the Co-Borrowers obtains knowledge of the occurrence of a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of the Co-Borrowers setting forth the steps being taken by the Co-Borrowers to cure the effect of such Default or Event of Default; (j) as promptly as practicable, and in any event within thirty (30) days after the Co-Borrowers know or have reason to know that any Reportable Event with respect to any Pension Plan has occurred and is continuing occurred, the Co-Borrowers will deliver to the Bank a statement of the Co-Borrowers’ (or, if an Event of Default has occurred and is continuingas applicable, a statement other Credit Party’s) chief financial officer setting forth details as to the nature thereof such Reportable Event and the action which the Applicant has taken Co-Borrowers (or, as applicable, other Credit Party) propose to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation; (k) as promptly as practicable, and proposes in any event within ten (10) days after any Credit Party fails to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the Code, the Co-Borrowers will deliver to the Bank a statement of the Co-Borrowers’ (or, as applicable, other Credit Party’s) chief financial officer setting forth details as to such failure and the action which the Co-Borrowers (or, as applicable, other Credit Party) propose to take with respect thereto, together with a copy of any notice of such failure required to be provided to the Pension Benefit Guaranty Corporation; (l) as promptly as practicable, and in any event with ten (10) days after the Co-Borrowers know or have reason to know that the Co-Borrowers or any other Credit Party have or are reasonably expected to have any liability under Section 4201 or 4243 of ERISA for any withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan, the Co-Borrowers will deliver to the Bank a statement of the Co-Borrowers’ (or, as applicable, other Credit Party’s) chief financial officer setting forth details as to such liability and the action which Co-Borrowers (or, as applicable, other Credit Party) propose to take with respect thereto; (cm) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence promptly upon obtaining knowledge thereof, notice of all actionsthe violation by any Credit Party of any law, suitsrule or regulation, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for non-compliance with which the Administrative Agent or the Banks will could reasonably be entitled expected to indemnity under Section 8.3have a Material Adverse Effect; (gn) as soon as possible promptly upon their distribution, copies of all financial statements, reports, proxy statements and in any event within five other communications which the Co-Borrowers shall have sent to its stockholders; (5o) days promptly after the sending or filing thereof, copies of all material regular and periodic financial reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files Co-Borrowers shall file with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (mp) promptly not later than December 31 of each year, updated certificates of insurance in each case demonstrating coverage for all tangible Collateral and showing the Bank as additional insured, loss payee and otherwise satisfying all requirements specified in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Loan Document.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or Furnish to each Lender in the Applicant shall have any obligation to pay any amount to manner prescribed in the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent:last paragraph of this subsection (h): (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)GAAP, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which that the Applicant has taken and Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (ciii) as soon as possible available and in any event within five (5) 120 days after the occurrence end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and each Potential is continuing or, if an Unmatured Default known to the Applicantor Event of Default has occurred and is continuing, a statement of as to the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default nature thereof and the action which that the Applicant has taken and Borrower proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof ; provided that delivery by the Applicant or any Borrower to the Agent of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGCBorrower’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files annual Form 10-K filed with the Securities and Exchange Commission or for any national securities exchange; (hyear shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)such year; (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as possible, and in any event within five Business Days after the Borrower becomes aware of the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries Borrower as at of the end of such quarter and the related consolidated and consolidating statements statement of income, retained earnings and cash flows operations of the Applicant and its consolidated Subsidiaries Borrower for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all each case prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery GAAP, subject to the absence of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet footnotes and consolidated statements of income, retained earnings and cash flowsto year-end adjustments), together with a Compliance Certificate, in the form certificate of Exhibit B, an authorized officer of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) Borrower stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Unmatured Event of Default has occurred and is continuing or, if an any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and Borrower proposes to take with respect thereto; (ciii) as soon as possible available and in any event within five (5) 105 days after the occurrence end of each fiscal year of the Borrower, a copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows of the Borrower for such fiscal year, certified by PricewaterhouseCoopers LLP or other certified public accountants of recognized national standing), together with a certificate of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and each Potential Default known to the Applicantis continuing or, a statement of the chief financial officer of the Applicant setting forth details of if any such Event of Default or Potential Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and Borrower proposes to take with respect thereto; (div) as soon as possible concurrently with the delivery of the quarterly and annual reports referred to in any event within five (5Sections 5.01(b)(ii) days after receipt thereof and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Applicant Chief Financial Officer, Treasurer or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate an Assistant Treasurer of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such PlanBorrower; (ev) except as soon as possible and otherwise provided in any event within five clause (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(eii) or (Biii) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days above, promptly after the sending or filing thereof, copies of all material reports that the Applicant Borrower sends to any of its security holders, and copies of all reports Reports on Form 10-K, 10-Q or 8-K, and registration statements which (without exhibits) and prospectuses that the Applicant Borrower or any of its Subsidiaries Subsidiary files with the Securities and Exchange Commission or any national securities exchange; exchange (h) as soon as possible and in except to the extent that any event within five (5) days after requestedsuch registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, such other information respecting the business, properties, assets, liabilities (actual benefit or contingent), results of operations, prospects, condition or operations, financial or otherwise, dividend reinvestment plans of the Applicant Borrower or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001Subsidiary); (jvi) as soon as possible and in promptly upon becoming aware of the institution of any event within fifteen (15) days after steps by the occurrence of each ERISA Event Borrower or any other Person to terminate any Plan, or the failure to satisfy the “minimum funding standard” (as defined in Section 412(amake a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the Code)taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and as to the action which the Applicant has taken and Borrower proposes to take with respect thereto; (kvii) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge upon becoming aware thereof, notice of any change in the ratings of Fitch Rating, the Bonds received from S&P or ▇▇▇▇▇’▇▇ Rating or the S&P Rating; and (viii) such other information respecting the business, operations or condition, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). Information The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an extension of the scheduled Termination Date pursuant to this Section 5.3 shall be deemed 2.17 or an increase in the Commitments pursuant to have been delivered if Section 2.18 (any non-excluded communication described above, a “Communication”), electronically (including by posting such information shall have been posted by documents, or providing a link thereto, on Exelon’s or the Applicant on an Intralinks or similar site to which Borrower’s Internet website). Notwithstanding the Administrative Agent has been granted access or shall be available on foregoing, the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided Borrower agrees that, if to the extent requested by the Administrative Agent or any BankLender, the Applicant shall deliver a paper copy it will continue to provide “hard copies” of such information Communications to the Administrative Agent or such BankLender, as applicable. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by The Borrower further agrees that the Administrative AgentAgent may make Communications available to the Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation (i) Prior to pay any amount a Spin-Off, furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (aA) as soon as available and in any event within sixty (60) 90 days after the end of each of the first three quarters second fiscal quarter of each fiscal year of the ApplicantPMI, a an unaudited interim condensed consolidated and consolidating balance sheet of the Applicant PMI and its consolidated Subsidiaries as at of the end of such quarter and unaudited interim condensed consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant PMI and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or of PMI; and (B) as soon as available and in any event within 120 days after the treasurer end of each fiscal year of PMI, a copy of the Applicant consolidated financial statements for such year for PMI and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as fairly presenting in all material respects the financial condition of the Applicant date of this Agreement, are one of the “big four” accounting firms); or (ii) in the event of a Spin-Off, furnish to the Lenders or make available on the internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or any successor or replacement website thereof), if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange Commission filings, if available, or by similar electronic means: (A) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of PMI, an unaudited interim condensed consolidated balance sheet of PMI and its consolidated Subsidiaries as at such date and the results of operations of the Applicant end of such quarter and unaudited interim condensed consolidated statements of earnings of PMI and its consolidated Subsidiaries for the periods ended on such date, except for normal year period commencing at the end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of PMI; (B) as soon as available and in any event within 100 days after the end of each fiscal year of PMI, a copy of the consolidated balance sheet financial statements for such year for PMI and consolidated statements its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of incomethe date of this Agreement, retained earnings are one of the “big four” accounting firms); and (C) all reports which PMI sends to any of its shareholders, and cash flows)copies of all reports on Form 8-K (or any successor forms adopted by the U.S. Securities and Exchange Commission) which PMI files with the Securities and Exchange Commission; (iii) as soon as possible and in any event within five days after the occurrence of each Event of Default and each Default, together with continuing on the date of such statement, a Compliance Certificate, in the form of Exhibit B, statement of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set PMI setting forth in Section 5.4 and (B) stating that no details of such Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant PMI has taken and proposes to take with respect thereto; (biv) as soon as available and in any event within one hundred five (105) 60 days after the end of each fiscal year quarter of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the ApplicantPMI, a statement of the chief financial officer or treasurer of PMI certifying compliance with the Applicant requirements of Section 5.1(b) and setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto;relevant calculations; and (dv) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other historical information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant PMI or any Major Subsidiary thereof as any Bank Lender through the Administrative Facility Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLender: (ai) as soon as available and in any event no later than March 31st of each calendar year, beginning with calendar year 2019, the annual financial statements of the Borrower for the immediately preceding calendar year, containing a balance sheet of the Borrower as of the end of such preceding calendar year and statements of income, cash flow and contingent liabilities of the Borrower for such preceding calendar year, in a form reasonably satisfactory to the Lender, accompanied by a signed statement by the Borrower that such financial statements are complete and accurate in all material respects and fairly present the financial condition of the Borrower as of the date thereof; (ii) as soon as available and in any event within sixty the earlier of: (60i) fifteen (15) days after the end filing thereof and (ii) October 30 of each calendar year, beginning with calendar year 2018 for the calendar year ending December 31, 2017, a true and complete copy of all Federal income tax returns filed by the Borrower and all schedules thereto, including, any applicable Schedule K-1; (iii) simultaneously with the delivery of each set of financial statements referred to in clause (i) above, a certificate (a “Compliance Certificate”) of the first three quarters of each fiscal year of the Applicant, a consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, Loan Parties substantially in the form of Exhibit B, C attached hereto (with blanks appropriately completed in conformity herewith); (iv) as long as any shares of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance US Xpress owned by any Loan Party are held by the Applicant with Transfer Agent, no later than Friday of each calendar week during the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuingUnsecured Period, a statement from the Transfer Agent setting forth the amount of shares of US Xpress common stock held by the Transfer Agent in the name of each Loan Party as of a date less than seven (7) days prior to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretodate of such delivery; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (cv) as soon as possible and in any event within five (5) days after the occurrence of each Default and Event of Default and each Potential Default known to continuing on the Applicantdate of such statement, a statement of the chief financial officer an Authorized Person of the Applicant Borrower setting forth details of such Default and Event of Default or Potential Default and the action which that the Applicant Borrower has taken and proposes to take with respect thereto;; and (dvi) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of Borrower and each other Loan Party as the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent Lender may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank Each of Newark, each Newark Subsidiary, VCP Exportadora and VCP shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount provide to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks (who shall otherwise consent in writing, provide promptly distribute to the Administrative Agent:Lenders): (a) as soon as available and in any event within sixty (60) 120 days after the last day of each fiscal year of VCP Exportadora, annual audited financial statements of VCP Exportadora, with the opinion thereon of internationally recognized independent public accountants satisfactory to the Administrative Agent, and as soon as available and in any event within 60 days after the end of each of fiscal quarter (other than the first three quarters fourth fiscal quarter) of each fiscal year of the ApplicantVCP Exportadora, a consolidated and consolidating balance sheet quarterly unaudited financial statements of the Applicant and its consolidated Subsidiaries VCP Exportadora as at and for the end quarterly period ending on the last day of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all each in reasonable detail form and duly certified by substance satisfactory to the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant Administrative Agent and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all each prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto;GAAP, (b) as soon as available and in any event within one hundred five (105) 120 days after the last day of each fiscal year of Newark, annual unaudited financial statements of Newark and its consolidated Subsidiaries, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of the ApplicantNewark, a copy quarterly unaudited financial statements of the annual report for such year for the Applicant Newark and its consolidated SubsidiariesSubsidiaries as at and for the quarterly period ending on the last day of such fiscal quarter, containing consolidated each in form and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable substance satisfactory to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient and each prepared in lieu of delivery of such financial statements), together accordance with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretoGAAP; (c) as soon as possible available and in any event within five (5) 120 days after the occurrence last day of each Event fiscal year of Default VCP, annual audited consolidated financial statements of VCP, with the opinion thereon of internationally recognized independent public accountants satisfactory to the Administrative Agent, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP, quarterly unaudited consolidated financial statements of VCP as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each Potential Default known prepared in accordance with both GAAP and U.S. GAAP, (d) each time financial statements are required to the Applicantbe delivered under clause (a), (b) or (c), a statement certificate of the chief financial officer (or more senior officer) of VCP Credit Agreement 42 Exportadora, Newark or VCP, as applicable: (i) with respect to VCP only, providing a calculation (in reasonable detail) of the Applicant setting forth details of such Event of Default or Potential Default Debt Service Coverage Ratio, the Net Debt to EBITDA Ratio and the Total Debt to Total Capitalization Ratio as of the end of the most recent Fiscal Semester (or most recent fiscal quarter, in the case of the Debt Service Coverage Ratio), and (ii) certifying that his/her review has not disclosed the existence of a Default or, if any Default then exists, specifying the nature and period of existence thereof and what action which Newark, the Applicant Newark Subsidiaries, VCP Exportadora and/or VCP has taken and or proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;, (e) as soon as possible and in within two Business Days after either Newark, either Newark Subsidiary, VCP Exportadora or VCP obtains knowledge of any event within five (5) days after receipt thereof by the Applicant Default or any ERISA Affiliate from a Multiemployer Plan sponsordefault, early amortization event or similar event under the Other Facility, a copy certificate of each notice received by the Applicant chief financial officer or such ERISA Affiliate concerning the imposition of withdrawal liability in chief accounting officer thereof setting forth the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which details thereof and the Applicant action(s) that is/are being taken or such ERISA Affiliate is reasonably expected is/are proposed to be liable;taken with respect thereto, (f) as soon as possible and promptly (and, in any event event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof) notice of any litigation, claim, investigation, arbitration, other proceeding or controversy pending or, to its knowledge, threatened involving or affecting any Obligor: (5i) days after the Applicant becomes aware that could give rise to a Lien on any of its Properties, other than Permitted Liens, (ii) that could reasonably be expected to have a Material Adverse Effect or (iii) relating to any of the occurrence thereof, notice of all actions, suits, proceedings Loan Documents or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3;Sales Agreements, (g) as soon as possible and promptly (and, in any event event, within five (5) days Business Days after the sending Newark's, either Newark Subsidiary's, VCP Exportadora's or filing VCP's knowledge thereof), copies notice of all material reports any other event or development that the Applicant sends could reasonably be expected to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;have a Material Adverse Effect, (h) as soon as possible and promptly (and, in any event event, within five (5) days Business Days after requested, such other information respecting being filed with the business, properties, assets, liabilities (actual or contingentU.S. Securities and Exchange Commission), results copies of operationsany public filings made therewith, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request;and (i) from time to time and promptly upon each request, such other information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the TrusteeObligors, the Paying AgentLoan Documents, the Remarketing Agent Sales Agreements and/or the transactions contemplated hereby or the Tender Agent pursuant to thereby as any of the Related Documents; Lender (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by through the Administrative Agent) or either Agent may reasonably request.

Reporting Requirements. So long Furnish to each Lender: (i) as soon as possible and in any Bank shall have any Commitment hereunder event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the Applicant shall have any obligation date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent: take with respect thereto; (aii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects respects) with generally accepted accounting principles consistent with those applied in the preparation of the financial condition statements referred to in Section 5(d) of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)Support Agreement, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which that the Applicant has taken and Borrower proposes to take with respect thereto; ; (ciii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case (x) accompanied by the audit report of Arthur Andersen & Co. or another nationally-recognized ▇▇▇▇pe▇▇▇▇▇ ▇▇blic accounting firm acceptable to the Majority Lenders if at any time during such fiscal year the Reference Ratings were Baa2 or lower (in the case of Moody's) or BBB or lower (in the case of S&P) or (y) in ▇▇▇▇▇▇able detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5(d) of the Support Agreement, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (iv) as soon as possible and in any event (A) within five (5) 30 days after any ERISA Event described in clause (i) of the occurrence definition of each ERISA Event with respect to any Plan of Default the Borrower or any ERISA Affiliate of the Borrower has occurred and each Potential Default known (B) within 10 days after any other ERISA Event with respect to any Plan of the ApplicantBorrower or any ERISA Affiliate of the Borrower has occurred, a statement of the chief financial officer of the Applicant setting forth details of a Senior Financial Officer describing such ERISA Event of Default or Potential Default and the action action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; ; (dv) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s 's intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; ; (evi) as soon as possible promptly and in any event within five 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (5Actuarial Information) days to the annual report (Form 5500 Series) with respect to each Plan (if any) to which the Borrower or any ERISA Affiliate of the Borrower is a contributing employer; (vii) promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 250,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; ; (fviii) as soon as possible and in any event within five (5) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.1(e4.01(g) or (B) for which the Administrative Agent or Agent, the Banks Lenders will be entitled to indemnity under Section 8.3; 8.04(c); (gix) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such proxy statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Applicant Borrower or any of its Subsidiaries the Parent files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; ; and (hx) as soon as possible and in any event within five (5) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as the Agent or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Borrower will furnish to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLender: (ai) as soon as available and available, but in any event within sixty 90 days after the end of each fiscal year of Borrower, a balance sheet of Borrower as at the end of such fiscal year, and the related statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (60ii) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries Borrower as at the end of such quarter fiscal quarter, and consolidated and consolidating the related statements of incomeincome or operations, retained earnings changes in shareholders’ equity, and cash flows of the Applicant for such fiscal quarter and its consolidated Subsidiaries for the period commencing at portion of Borrower’s fiscal year then ended, setting forth in each case in comparative form the end figures for the corresponding fiscal quarter of the previous fiscal year and ending with the end corresponding portion of such quarterthe previous fiscal year, all in reasonable detail and duly detail, certified by the chief financial officer or the treasurer a Responsible Officer of the Applicant Borrower as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the condition, results of operations operations, shareholders’ equity and cash flows of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all Borrower in accordance with Agreement Accounting Principles consistently applied GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (for purposes hereof iii) concurrently with the delivery of the Applicant’s appropriately financial statements referred to in clause (i) and (ii) above, a duly completed Form 10‑Q will Compliance Certificate signed by a Responsible Officer of Borrower; (iv) as soon as possible and in any event within three (3) Business Days after Borrower obtains knowledge of the occurrence of (x) any Event of Default or Default or (y) any actual or threatened litigation or other event which, if adversely determined to Borrower, could reasonably be sufficient likely to result in lieu of delivery a Material Adverse Effect, notice of such consolidated balance sheet and consolidated statements Event of incomeDefault, retained earnings and cash flows)Default, litigation or other event, as applicable, together with a Compliance Certificate, in statement of a Responsible Officer of Borrower setting forth the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature details thereof and the action which the Applicant Borrower has taken and proposes to take with respect thereto; (bv) as soon as available and in any event copies of all general communications delivered by Borrower to its shareholders within one hundred five (1055) days after the end of each fiscal year Business Days of the Applicantday such communications were first delivered to such shareholders; (vi) within five (5) Business Days of delivery, a copy copies of the annual report for such year for the Applicant all material written communications between Borrower and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent SINA (for purposes hereof, delivery of “material” shall mean material to this Agreement, the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statementsCollateral or any Facility Document), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto;; and (cvii) as soon as possible and in any event within five (5) days promptly after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requestedrequest therefor, such other business and financial information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof Borrower as any Bank through the Administrative Agent Lender may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower and its Subsidiaries, a consolidated and consolidating Consolidated balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at of the end of such quarter and consolidated and consolidating Consolidated statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer a Responsible Officer of the Applicant Borrower as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all having been prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery GAAP and accompanied by a certificate of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu Borrower's Responsible Officer stating to the best of delivery of such consolidated balance sheet and consolidated statements of incomehis or her knowledge, retained earnings and cash flows)after due inquiry, together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default whether any event has occurred and is continuing or, if which constitutes an Event of Default or Potential Default has occurred Default, and is continuingif so, a statement as to stating the nature thereof and the action which the Applicant has taken and proposes to take facts with respect thereto; (bii) as soon as available and in any event within one hundred five (105) 120 days after the end of each fiscal year of the ApplicantBorrower, a copy of the annual audit report for such year for the Applicant Borrower and its consolidated Subsidiaries, containing consolidated Consolidated balance sheet of the Borrower and consolidating financial its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such year certified byfiscal year, in each case accompanied by an opinion from a nationally or internationally recognized independent public accountants and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable a certificate of the Borrower's Responsible Officer stating to the Administrative Agent (for purposes hereofbest of his or her knowledge after due inquiry, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default whether any event has occurred and is continuing or, if which constitutes an Event of Default has occurred Default, and is continuingif so, a statement as to stating the nature thereof and the action which the Applicant has taken and proposes to take facts with respect thereto; (ciii) as soon as available and in any event no later than 120 days after the end of each fiscal year of the Borrower, an annual report summarizing the operations of the Borrower and its Subsidiaries for the past fiscal year; (iv) as soon as possible and in any event within five (5) days Business Days after the Borrower has knowledge of, or should have known of, the occurrence of each Event Default continuing on the date of Default and each Potential Default known to the Applicantsuch statement, a statement of the chief financial officer a Responsible Officer of the Applicant Borrower setting forth reasonable details of such Event of Default or Potential Default and the action which that the Applicant Borrower has taken and proposes to take with respect thereto; (dv) as soon as possible available and in any event within five no later than 60 days before the end of each fiscal year, an operating budget for the fiscal year following such fiscal year then ending and on an annual basis for each fiscal year thereafter through the fiscal year in which the Maturity Date occurs and any further information or details with respect to any such budget as the Administrative Agent or any Lender may reasonably request; (5vi) as soon as available and in any event no later than 60 days before the end of each fiscal year, certificates from its insurers or insurance agents evidencing that the insurance required to be in effect pursuant to Section 5.01(c) is in effect; (vii) copies of all amendments and modifications to all Material Contracts no later than twenty (20) days after receipt thereof such amendment or modification has been made; (viii) promptly but in any event within 5 days of attaining knowledge thereof, a statement of a Responsible Officer of the Borrower advising of the potential loss of any of Material Contract; (ix) copies of all other formal written notices sent or received by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each Subsidiaries pursuant to any Material Contract as soon as practicable after such formal written notice received by the Applicant is sent or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Planreceived; (ex) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days promptly after the Applicant becomes aware of the occurrence commencement thereof, notice of all actions, suits, proceedings or other events (A) all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.1(e4.01(i) or and (B) for which the Administrative Agent all actions and proceedings before any court, governmental agency or the Banks will be entitled to indemnity under Section 8.3arbitrator affecting any Material Contract; (gxi) as soon as possible and upon the occurrence of any ERISA Event affecting the Borrower or any ERISA Affiliate (but in any no event within five (5) more than 20 days after such event); a notice and description of such event; (xii) promptly after the sending occurrence thereof notice of: (A) any known release or filing thereof, copies threat of all material reports that release of any Hazardous Materials at or from any site owned or leased by the Applicant sends to Borrower or by any of its security holdersSubsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and copies (B) any known incurrence of all reports and registration statements any expense or loss by any governmental authority in connection with the assessment, containment or removal of any Hazardous Material for which expense or loss the Applicant Borrower or any of its Subsidiaries files with may be liable and which expense or loss, individually or in the Securities and Exchange Commission or any national securities exchangeaggregate, could reasonably be expected to have a Material Adverse Effect; (hxiii) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as any Bank through the Administrative Agent Lenders may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (mxiv) promptly and after receipt by Borrower and/or any of its Subsidiaries, of statement of working capital with respect to AMPORTS Aviation Group in any event within two Business Days after knowledge thereof, notice of any change in accordance with the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Purchase Agreement.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent: (a) as soon as available and in any event within sixty Within forty five (6045) days after following the end close of each calendar quarter during 2001, Acquiror shall deliver to the Principal Stockholder a statement in which it shall accurately account for all Revenues of the first three quarters of each fiscal year Electronic Services Business described in this Annex A for such quarter then ended (the "Quarterly Revenues Notice"), and within one hundred twenty days (120) days following December 31, 2001, Acquiror shall deliver to the Principal Stockholder audited financial statements which accurately account for all Revenues of the Applicant, a consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries Electronic Services Business described in this Annex A for the period commencing at year then ended (the end of the previous fiscal year and ending with the end of such quarter"Final Revenues Notice"), all in both cases showing in reasonable detail and duly certified the computation thereof, to be accompanied by the a certification of Acquiror's chief financial officer or that, in the treasurer opinion of such officer after examining the Applicant as books and records of Acquiror and Target, that the statement of Acquiror presents fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all Revenues required to be recognized in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of this Annex A and that such consolidated balance sheet computation was complete and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto;accurate. (b) as soon as available Upon receipt of the Quarterly Revenues Notice and the Final Revenues Notice, Principal Stockholder may, at its own expense, audit the books and records of Acquiror and Target in which the information concerning Revenues is recorded, and the records supporting the entries in the books of Acquiror and Target, for that quarter or year or any event within one hundred five prior quarterly period for which Principal Stockholder had not previously audited such books and records; provided, however, that such audits be performed no more often than quarterly during normal business hours and at the place where those books and records are kept. Principal Stockholder shall notify Acquiror of such audit results specifying in reasonable detail all disputed items and the basis therefor (105the "Audit Notice"). After receipt of the Audit Notice, Acquiror shall have thirty (30) days to review the Audit Notice. Unless the Acquiror delivers a written objection to Principal Stockholder on or prior to the 30th day after the end of each fiscal year receipt of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the TrusteeAudit Notice, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 Acquiror shall be deemed to have been delivered if such information shall have been posted by accepted and agreed to results set forth in the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇Audit Notice.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as From the Effective Date through the Term End Date (and for any Bank shall have any Commitment hereunder or period following the Applicant shall have any obligation to pay any amount termination of this Agreement to the Administrative Agent extent relating back to the Term), Seller shall provide to Buyer the following information (together, the “Annual GHG Reports”): On or before the fifth (5th) Business Day following Seller’s timely submission to the CARB (or any Bank hereunderother authorized Governmental Authority having jurisdiction in California) of the CARB Mandatory GHG Emissions Annual Report, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide or such other annual report submitted to the Administrative Agent: (a) as soon as available and in any event within sixty (60) days after CARB, detailing the end of each Greenhouse Gas emissions of the first three quarters of each fiscal year of the Applicant, a consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries Generating Facility for the period commencing at applicable calendar year (as verified by an independent third party, if applicable) (the “CARB Annual Report”), Seller shall deliver such CARB Annual Report to Buyer; and To the extent not set forth in the CARB Annual Report (or if Seller is no longer required to submit the CARB Annual Report for any reason), then Seller shall submit to Buyer, along with the CARB Annual Report (or, if Seller is no longer required to submit the CARB Annual Report for any reason, then on the sixtieth (60th) Business Day following the end of the previous fiscal year applicable calendar year), the following information for the applicable calendar year, which, in each case, must be verifiable and ending with of settlement quality: (1) the end Useful Thermal Energy Output of such quarterthe Generating Facility; and (2) total fuel usage of the Generating Facility; and (3) the total amount of Greenhouse Gas emissions attributable to the Generating Facility, all in reasonable detail the electrical energy used to serve the Site Host Load, and duly certified the Useful Thermal Energy Output of the Generating Facility; and (4) the total electrical energy produced by the chief financial officer or Generating Facility, the treasurer of electrical energy used to serve the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date Site Host Load, and the results of operations of the Applicant electric energy delivered to Buyer; and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence number of each Event of Default and each Potential Default known to Allowances (including Free Allowances) held or surrendered by Seller for such calendar year during any period where the Applicant, a statement of ▇▇▇ Period Energy Price is calculated based on the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and GHG Floor Test. If Buyer requires any other information not delineated in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A3(a) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request this Exhibit S in order to comply with any Greenhouse Gas emissions reporting requirements adopted by the USA Patriot Act CARB or by any other Governmental Authority and imposed on Buyer (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and other than the information that Seller must provide in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in accordance with Section 412(a3(c) of the Codethis Exhibit S), then Buyer shall promptly meet and confer with the Trade Organizations regarding such other information that Buyer requires and negotiate in good faith to reach a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or mutually acceptable agreement. ▇▇▇▇▇’▇▇ agrees and acknowledges that it shall be bound by any agreement between Buyer and the Trade Organizations, in accordance with the foregoing. Information required to be delivered pursuant to Buyer will review the Annual GHG Reports described in this Section 5.3 3 to determine if there is any discrepancy in the payments made by Buyer to Seller for GHG Compliance Costs during the course of the applicable calendar year. To the extent Buyer determines that there is any such discrepancy, (i) if Buyer owes Seller an additional payment for GHG Compliance Costs, then Buyer shall be deemed make such additional payment in a subsequent monthly payment to have been delivered Seller under this Agreement, or (ii) if Seller owes Buyer a payment refund for GHG Compliance Costs, then Buyer shall offset such payment refund amount in a subsequent monthly payment to Seller under this Agreement. If this Agreement terminates before Buyer is able to make such additional payment for GHG Compliance Costs or offset such GHG Compliance Costs payment refund from Seller’s monthly payments, as applicable, then Buyer or Seller, as applicable, shall pay all remaining payment amounts due within the thirty- (30) day period after the termination of this Agreement. To the extent that the information shall have been posted provided by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bankdisclosing Party in accordance with this Section 3 is Confidential Information, the Applicant receiving Party shall deliver a paper copy treat such Confidential Information with the same degree of such care that it currently treats the data and information to provided by Qualifying Cogeneration Facilities under the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agentexisting Qualifying Cogeneration Facilities monitoring compliance program.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide (which will distribute to the Administrative Agent:each Lender): (ai) as soon as available and in any event within sixty (60) 50 days after the end of each of the first three (3) fiscal quarters of each fiscal year the Borrower and its Subsidiaries and 90 days after the end of the Applicant, a consolidated and consolidating balance sheet fourth fiscal quarter of the Applicant Borrower and its Subsidiaries commencing with the first fiscal quarter of the Borrower and its Subsidiaries ending after the Restatement Effective Date, consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries as at the end of such quarter quarter, and consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or the treasurer an Authorized Officer of the Applicant Parent as fairly presenting presenting, in all material respects respects, the financial condition position of the Applicant Borrower and its consolidated Subsidiaries as at of the end of such date quarter and the results of operations and cash flows of the Applicant Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent, subject to normal year‑end adjustments; provided that to the extent GAAP requires the MLP and its subsidiaries to be consolidated with the Borrower and its Subsidiaries, the stand‑alone consolidated financial statements of the MLP and its Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied first three (for purposes hereof delivery 3) fiscal quarters of the Applicant’s appropriately completed Form 10‑Q will MLP shall be sufficient in lieu of delivery delivered within 55 days after the end of such fiscal quarters and within 95 days after the end of the fourth fiscal quarter of the MLP; (ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, consolidated balance sheet sheets, consolidated statements of operations and retained earnings and consolidated statements of incomecash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, retained earnings setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and cash flowsprepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Administrative Agent (which opinion shall be without (A) a going concern or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification that relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.03); (A) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i) and (ii) of this Section 6.01(a), together with a Compliance Certificate, certificate of an Authorized Officer of the Borrower in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant E (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B1) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuingexisted, a statement as to describing the nature and period of existence thereof and the action which that the Applicant has taken Borrower and proposes its Subsidiaries propose to take or have taken with respect theretothereto and (2) attaching a schedule showing all Dispositions subject to Section 6.02(c)(ii)(I) during such period and since the Restatement Effective Date and the calculations specified in Section 6.02(f) (for fiscal year end reporting only) and Section 6.03(b); (bB) as soon as available and in any event within one hundred five ten (10510) days after the end of each fiscal year calendar month at any time that the Test Period is a calendar month, (or within five (5) Business Days after each Friday at any time that the Test Period is a calendar week), a certificate of an authorized officer of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, Borrower in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant E (A) demonstrating stating no Default or Event of Default has occurred during the relevant Test Period, or, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and certifying all actions the Borrower and its Subsidiaries propose to take or have taken with respect thereto, and (B) showing the Borrower’s compliance by the Applicant with the covenants set forth in Section 5.4 Sections 6.03(a) and (Bc), as applicable; and (iv) stating that no Event as soon as available and in any event not later than 60 days after the end of Default has occurred each Fiscal Year, financial projections consisting of consolidated balance sheets, consolidated statements of operations and is continuing orretained earnings and consolidated statements of cash flows of the Borrower and its Subsidiaries, if prepared on a quarterly basis and otherwise in form and substance satisfactory to the Administrative Agent, for the immediately succeeding Fiscal Year for the Borrower and its Subsidiaries and prepared on an annual basis for the next two (2) Fiscal Years thereafter, all such financial projections to be reasonable, to be prepared on a reasonable basis and in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; (v) promptly after submission to any Governmental Authority, all material documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party; (vi) as soon as possible, and in any event within three (3) Business Days after the occurrence of an Event of Default has occurred and is continuingor Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a statement as to the nature thereof Material Adverse Effect and the action which that the Applicant has taken and affected Loan Party proposes to take with respect thereto; (cvii) (A) as soon as possible and in any event within five (5) 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know (1) that any Reportable Event with respect to any Employee Plan has occurred, (2) that any other Termination Event with respect to any Employee Plan has occurred, or (3) that the occurrence failure to meet the minimum funding standards of each Event Section 412 of Default and each Potential Default known the Code or that an application has been made to the ApplicantSecretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, a statement of the chief financial officer an Authorized Officer of the Applicant Borrower setting forth the details of such Event of Default or Potential Default occurrence and the action which the Applicant has taken and action, if any, that such Loan Party or such ERISA Affiliate proposes to take with respect thereto; , (dB) as soon as possible promptly and in any event within five three (53) days after receipt thereof by the Applicant any Loan Party or any of its ERISA Affiliates Affiliate thereof from the PBGC PBGC, copies of each notice received by the Applicant any Loan Party or such any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; , (eC) as soon as possible promptly and in any event within five ten (510) days after the filing thereof with the Internal Revenue Service if requested by the Administrative Agent or any Lender, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within three (3) days after receipt thereof by the Applicant any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan sponsoror from the PBGC, a copy of each notice received by the Applicant any Loan Party or such any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability in the amount of at least $1,000,000 pursuant to under Section 4202 of ERISA in respect or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; ERISA, and (fF) as soon as possible promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof; (viii) promptly after the commencement thereof but in any event not later than five (5) days after service of process with respect thereto on, or the Applicant becomes aware obtaining of the occurrence thereofknowledge thereof by, any Loan Party, notice of all actionseach action, suits, proceedings suit or proceeding before any court or other events (A) of the type described in Section 4.1(e) Governmental Authority or (B) for other regulatory body or any arbitrator which the Administrative Agent or the Banks will could reasonably be entitled expected to indemnity under Section 8.3have a Material Adverse Effect; (gix) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material statements, reports that the Applicant and other information any Loan Party sends to any holders of its security holders, and copies of all reports and registration statements which the Applicant Indebtedness or any of its Subsidiaries securities or files with the Securities and Exchange Commission SEC or any national (domestic or foreign) securities exchange; (hx) as soon as possible and promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by its auditors in connection with any event within five annual or interim audit of the books thereof; and (5xi) days after requestedpromptly upon request, such other information respecting concerning the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of any Loan Party as the Applicant Administrative Agent or any Subsidiary thereof as any Bank Lender (through the Administrative Agent Agent) may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation Furnish to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agenteach Lender: (ai) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or the treasurer of the Applicant a Senior Financial Officer as fairly presenting having been prepared in accordance (in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance respects) with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows)GAAP, together with a Compliance Certificate, in the form certificate of Exhibit B, of the chief financial said officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Unmatured Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year; (iv) concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(h) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Applicant has taken and Borrower or such ERISA Affiliate proposes to take with respect thereto; (cvi) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (evii) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in the an aggregate principal amount of at least $1,000,000 5,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant Borrower or such ERISA Affiliate is reasonably expected to be liable; (fviii) promptly after requested, such documents or governmental reports or filings relating to any Plan as soon as possible and in the Agent or the LC Issuing Bank or any event within five Lender through the Agent may from time to time reasonably request; (5ix) days promptly after the Applicant Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e4.1(g) or (B) for which the Administrative Agent or Agent, the Banks LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.38.4(c); (gx) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material such proxy statements, financial statements, and reports that which the Applicant Borrower sends to any of its public security holdersholders (if any), and copies of all reports regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Applicant or any of its Subsidiaries Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange;; and (hxi) as soon as possible and in any event within five (5) days promptly after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as the Agent or the LC Issuing Bank or any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information Documents required to be delivered pursuant to this Section 5.3 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if such information shall have been posted by the Applicant on an Intralinks or similar site any, to which the Administrative Agent has been granted access or shall be available on the website each of the Securities Agent and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and each Lender has access; provided that (i) upon the Applicant shall have notified the Administrative Agent request of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any BankLender, the Applicant Borrower shall deliver a paper copy copies of such information documents to the Administrative Agent or such Bank. Information required Lender (until a written request to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved cease delivering paper copies is given by the Administrative AgentAgent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as possible, and in any event within five Business Days after the Borrower becomes aware of the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Applicant and its consolidated Subsidiaries Borrower as at of the end of such quarter and the related consolidated and consolidating statements statement of income, retained earnings and cash flows operations of the Applicant and its consolidated Subsidiaries Borrower for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all each case prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery GAAP, subject to the absence of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet footnotes and consolidated statements of income, retained earnings and cash flowsto year-end adjustments), together with a Compliance Certificate, in the form certificate of Exhibit B, an authorized officer of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) Borrower stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Unmatured Event of Default has occurred and is continuing or, if an any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and Borrower proposes to take with respect thereto; (ciii) as soon as possible available and in any event within five (5) 105 days after the occurrence end of each fiscal year of the Borrower, a copy of the Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its subsidiaries as of the last day of such fiscal year and the related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows of the Borrower for such fiscal year, certified by PricewaterhouseCoopers LLP or other certified public accountants of recognized national standing), together with a certificate of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and each Potential Default known to the Applicantis continuing or, a statement of the chief financial officer of the Applicant setting forth details of if any such Event of Default or Potential Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and Borrower proposes to take with respect thereto; (div) as soon as possible concurrently with the delivery of the quarterly and annual reports referred to in any event within five (5Sections 5.01(b)(ii) days after receipt thereof and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Applicant Chief Financial Officer, Treasurer or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate an Assistant Treasurer of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such PlanBorrower; (ev) except as soon as possible and otherwise provided in any event within five clause (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(eii) or (Biii) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days above, promptly after the sending or filing thereof, copies of all material reports that the Applicant Borrower sends to any of its security holders, and copies of all reports Reports on Form 10-K, 10-Q or 8-K, and registration statements which (without exhibits) and prospectuses that the Applicant Borrower or any of its Subsidiaries Subsidiary files with the Securities and Exchange Commission or any national securities exchange; exchange (h) as soon as possible and in except to the extent that any event within five (5) days after requestedsuch registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, such other information respecting the business, properties, assets, liabilities (actual benefit or contingent), results of operations, prospects, condition or operations, financial or otherwise, dividend reinvestment plans of the Applicant Borrower or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001Subsidiary); (jvi) as soon as possible and in promptly upon becoming aware of the institution of any event within fifteen (15) days after steps by the occurrence of each ERISA Event Borrower or any other Person to terminate any Plan, or the failure to satisfy the “minimum funding standard” (as defined in Section 412(amake a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code), or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and Controlled Group proposes to take with respect thereto; (kvii) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge upon becoming aware thereof, notice of any change in the ratings of Fitch Rating, the Bonds received from S&P or ▇▇▇▇▇’▇▇ Rating or the S&P Rating; and (viii) such other information respecting the business, operations or condition, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). Information The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered pursuant to satisfy any condition precedent to the effectiveness of this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent Agreement or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative AgentCredit Extension hereunder or

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide Furnish to the Administrative Agent: (ai) as soon as available and in any event within sixty (60) not later than 60 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a the consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at the end of such quarter and the consolidated and consolidating statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to normal year-end adjustments) by the chief financial officer or the treasurer a Responsible Officer of the Applicant Borrower as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all having been prepared in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery GAAP and fairly presenting the financial condition, results of operations, Shareholders’ Equity and the cash flows of the Applicant’s appropriately completed Form 10‑Q will be sufficient Borrower and its Subsidiaries in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), accordance with GAAP together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) a certificate of said officer stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.03, including a reconciliation in reasonable detail of the effect on Consolidated EBITDA of non-cash estimated project losses (including non-extraordinary items) and cash payments related thereto and the effect of excluding entities excluded because of the last sentence of Section 1.03(a) with respect to FIN 46R, on the computation of compliance with the covenants contained in Section 5.03; (ii) not later than 90 days after the end of each fiscal year of the Borrower, copies of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and audited consolidated statements of income, retained earnings and cash flows of the Borrower and its consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion as to such audit report of KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Banks certified in a manner to which the Applicant Administrative Agent has not objected, together with a certificate of a Responsible Officer of the Borrower (A) as to compliance with the terms of this Agreement, (B) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (C) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03 and reconciling in reasonable detail the effect of excluding entities excluded because of the last sentence of Section 1.03(a) with respect to FIN 46R, on the computation of compliance with the covenants contained in Section 5.03; (iii) as soon as possible, and in any event within five days after any Responsible Officer has obtained knowledge of the occurrence of any Default or Event of Default, written notice thereof setting forth details of such Default or Event of Default and the actions that the Borrower has taken and proposes to take with respect thereto; (civ) as soon as possible and in any event within five (5) days after if the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement Indebtedness of the chief financial officer of Borrower becomes rated by ▇▇▇▇▇’▇ or S&P, promptly upon the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence Borrower obtaining knowledge thereof, notice of all actions, suits, proceedings any withdrawal or other events (A) change or proposed withdrawal or change of the type described in Section 4.1(e) rating of any of the Borrower’s Indebtedness by ▇▇▇▇▇’▇ or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3S&P; (gv) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material reports that the Applicant Borrower sends to any of its security holdersholders of common stock; (vi) promptly, and copies in any event within 10 Business Days, after a Responsible Officer has obtained knowledge of all reports and registration statements which the Applicant commencement or occurrence thereof, notice of (A) any action, suit, investigation, litigation or proceeding before any Governmental Authority affecting any Loan Party or any of its Subsidiaries files with of the Securities type described in Section 4.01(j) which could reasonably be expected to have a Material Adverse Effect; and Exchange Commission (B) any other matter that has resulted or any national securities exchangecould reasonably be expected to result in a Material Adverse Effect; (hvii) in addition to any information, records, reports, notices, or other documents required to be provided under subsections (A) through (D) below, any information provided by a Loan Party pursuant to this provision will include a written statement setting forth details as soon as possible to such ERISA Event and the action, if any, that each Loan Party and its ERISA Affiliates propose to take with respect thereto. (A) Within 10 Business Days after any Loan Party knows or has reason to know that any ERISA Event has occurred which is reasonably likely to result in liability to the Loan Party in excess of $25,000,000, a statement of a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or ERISA Affiliate has taken and proposes to take with respect thereto and (II) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to ERISA, a copy of such records, documents and information. (B) Within 10 Business Days after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (1) the imposition of Withdrawal Liability by any such Multiemployer Plan, (2) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan, if the amount of liability incurred, or that may be incurred, by such Loan Party in connection with any event within five described in clause (51) or (2) is reasonably likely to be in excess of $25,000,000. (C) Within 10 Business days after requestedreceipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC of its intention to seek termination of any Plan or of the appointment of a trustee thereunder, which in either case is reasonably likely to result in liability to such Loan Party in excess of $25,000,000. (D) Within 10 Business Days of the occurrence of any event affecting any Plan which could result in the incurrence by any Loan Party or any ERISA Affiliate of any liability incurred, or that may be incurred, by any Loan Party under any post-retirement Welfare Plan that is reasonably likely to be in excess of $25,000,000, copies of all notices related thereto. (viii) such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 5.01(d)(i) or Section 5.01(d)(ii) shall be deemed to have been delivered if such information shall have been posted by on the Applicant date on an Intralinks or similar site which the Borrower provides notice to which the Administrative Agent that such information has been granted access or shall be available posted on the Borrower’s website of on the Securities and Exchange Commission Internet at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Applicant Banks without charge; provided that the Borrower shall have notified the Administrative Agent deliver paper copies of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of information referred to in such information Sections to the Administrative Agent or for distribution to (x) any Bank to which the above referenced websites are for any reason not available if such BankBank has so notified the Borrower and (y) any Bank that has notified the Borrower that it desires paper copies of all such information; provided further that the Administrative Agent shall notify the Banks as provided in Section 8.02 of any materials delivered pursuant to this Section 5.01(d) (other than clause (v) hereof). Information required to be delivered pursuant to this Section 5.3 may also 5.01(d)(v) shall be deemed to have been delivered by electronic communications pursuant to procedures reasonably approved by on the Administrative Agentdate when posted on a website as provided in the preceding sentence.

Reporting Requirements. So long as any Bank During the term of this Loan Agreement, the Borrower shall have any Commitment hereunder furnish or the Applicant shall have any obligation cause to pay any amount be furnished to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agentand each Lender: (ai) (A) with respect to the Borrower (x) commencing with the fiscal year ending in 2015, 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 of each fiscal year of the ApplicantBorrower, a consolidated and consolidating balance sheet copy of the Applicant unaudited financial statements of the Borrower, and its so long as such unaudited financial statements are on a consolidated Subsidiaries basis and include the Borrower, those of the Parent, as at of the end of such quarter and consolidated and consolidating statements of incomemonth, retained earnings and cash flows certified by an officer or director of the Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer Borrower or the treasurer of Parent (which certification shall state that the Applicant as related balance sheets and statements fairly presenting in all material respects present the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of for such fiscal quarter and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the Applicant same form and its consolidated Subsidiaries for scope as the periods ended on relevant certification delivered in connection with such datefiling), except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will which financial statements shall be sufficient in lieu of delivery accompanied by a certificate of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or director to the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating effect that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Unmatured Event of Default has occurred and is continuing or, if an Event of Default or Unmatured Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (y) as soon as available, and in any event within two-hundred seventy (270) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending in 2015), a statement copy of the audited annual balance sheet for such fiscal year of the Borrower, and so long as such audited annual balance sheet is on a consolidated basis and includes the Borrower, those of the Parent, as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’ equity and cash flows for such fiscal year, certified by an officer or director of the Borrower or the Parent (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal year, subject to year-end audit adjustments and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing), delivery of which balance sheets and statements shall be accompanied by a certificate of such officer or director to the nature effect that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Event of Default or Unmatured Event of Default has occurred and is continuing, specifying the details thereof and the any action which the Applicant has taken and proposes or proposed to take be taken with respect theretothereto and (B) if Imperial is no longer a Publicly Traded Company or if Imperial fails to timely make any necessary filings with the Securities and Exchange Commission, (x) as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of Imperial, a copy of the unaudited financial statements of Imperial, as of the end of such month, certified by an officer or director of Imperial (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing) and (y) as soon as available, and in any event within two-hundred seventy (270) days after the end of each fiscal year of Imperial, a copy of the audited annual balance sheet for such fiscal year of Imperial as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’ equity and cash flows for such fiscal year, certified by an officer or director of Imperial (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal year, subject to year-end audit adjustments and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing); (cii) as soon as possible and in any event within five two (52) days Business Days after any officer of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Servicer, the Guarantor or Imperial has actual knowledge of, (A) the occurrence of each an Event of Default and each Potential Default known to the Applicantor an Unmatured Event of Default, a statement an officer’s certificate of the chief financial officer of the Applicant Borrower setting forth details of such Event of Default or Potential Default event and the action which that the Applicant has taken and Borrower proposes to take with respect theretothereto and (B) the downgrade, withdrawal or suspension of the financial strength rating of any Issuing Insurance Company, notice to the Administrative Agent thereof; (diii) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate a copy of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such PlanServicer Report on each Servicer Report Date; (eiv) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate promptly, from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant time to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requestedtime, such other information information, documents, records or reports respecting the businessCollateral, properties, assets, liabilities (actual the Subject Policies or contingent), results of operations, prospects, the condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof Borrower as any Bank through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with protect the USA Patriot Act (Title III interests of Pub. L. 107-56 (signed the Administrative Agent or any Lender under or as contemplated by this Loan Agreement and the other Transaction Documents, including but not limited to, upon each sale of a Pledged Policy, a report that shall include such information as the Administrative Agent shall reasonably request, calculated as of before such sale and after such sale, taking into law October 26, 2001)account the application of the proceeds of such sale; (jv) as soon as possible upon learning of the death of any Insured, an email notification to the Administrative Agent of (A) the identity of such Insured, (B) the cost basis (purchase price paid by the first person that purchased such Pledged Policy that was an Affiliate of the Borrower, the Parent, a Seller or Imperial or, if such Pledged Policy was acquired by such Affiliate in a foreclosure process, the amount of indebtedness allocated to such Pledged Policy by such Affiliate plus any additional accrued and unpaid interest thereon as of the date of foreclosure and, in any event within fifteen (15) days each case, plus premiums paid thereon after the occurrence date of each ERISA Event foreclosure or purchase, as applicable, and until the failure to satisfy the “minimum funding standard” (as defined in Section 412(aClosing Date) of the Code)Pledged Policy relating to such Insured, (C) the Net Death Benefit of the Pledged Policy relating to such Insured, (D) the two (2) Life Expectancy Reports delivered with respect to such Insured relating to the applicable Advance and the names of the Pre-Approved Medical Underwriters which provided such Life Expectancy Reports, (E) the date the Pledged Policy was first acquired by an Affiliate of the Borrower, the Parent, a statement Seller, or Imperial relating to such Insured and (F) the date of the chief financial officer birth and date of the Applicant setting forth details death of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect theretoInsured; (kvi) promptly no later than the Closing Date, and thereafter on December 1 of each calendar year (including the current calendar year), an annual budget substantially in any event within two form of Exhibit E (each, an “Annual Budget”). Within five (5) Business Days after receipt thereofof delivery of the first such Annual Budget, copies and thereafter within twenty (20) Business Days of delivery of each material written notice received by subsequent Annual Budget to the Applicant from the TrusteeAdministrative Agent and each Lender, the Paying Required Lenders will specify to the Administrative Agent, and the Remarketing Administrative Agent or will advise the Tender Agent pursuant to any Borrower the amount they have approved in their sole and absolute discretion for funding through Advances and/or Collections in respect of Expenses and scheduled Premiums on the Pledged Policies for (a) in the case of the Related Documents; (l) promptly and in any event within two Business Days after the Trusteefirst such Annual Budget, the Remarketing Agentcurrent calendar year, and (b) in the case of any subsequent Annual Budget the succeeding calendar year; provided that at any time, in their sole and absolute discretion, the Tender Required Lenders may notify the Administrative Agent and Borrower that they approve increases in such amounts or the Paying Agent resigns under the Indenture, notice of direct decreases in such resignationamounts; and (mvii) promptly and in any event to the extent not prohibited by Applicable Law, within two (2) Business Days after knowledge thereofreceipt, notice of any change in the ratings of the Bonds received from S&P all notices, communications and other information (including medical information) related to a Pledged Policy or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇related Insured.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder Furnish, or the Applicant shall have any obligation cause to pay any amount to the Administrative Agent or any Bank hereunderbe furnished, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following: (ai) promptly after the occurrence of any Event of Default, the statement of an authorized officer of such Borrower setting forth details of such Event of Default and the action that such Borrower has taken or proposes to take with respect thereto; (ii) as soon as available and in any event within sixty (60) 50 days after the end close of each of the first three quarters of in each fiscal year of the Applicantsuch Borrower (other than ATSI or FES, a unless then currently available for either such Borrower), consolidated and consolidating balance sheet sheets of the Applicant such Borrower and its consolidated Subsidiaries as at the end of such quarter and consolidated and consolidating statements of income, retained earnings and cash flows income of the Applicant such Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant such Borrower and its consolidated Subsidiaries as at such date and the results of operations of the Applicant such Borrower and its consolidated Subsidiaries for such period and setting forth in each case in comparative form the periods ended on such date, except corresponding figures for normal year end adjustmentsthe corresponding period of the preceding fiscal year, all in accordance with Agreement Accounting Principles consistently applied reasonable detail and duly certified (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or the treasurer controller of the Applicant (A) demonstrating and certifying compliance by the Applicant such Borrower as having been prepared in accordance with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretoGAAP consistently applied; (biii) as soon as available and in any event within one hundred five (105) 105 days after the end of each fiscal year of the Applicantsuch Borrower (other than ATSI or FES, unless then currently available for either such Borrower), a copy of the annual report for such year for the Applicant such Borrower and its consolidated Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified by, in a manner acceptable to the Lenders and accompanied the Fronting Banks by an unqualified opinion of, PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Lenders and the Fronting Banks, together with statements of projected financial performance prepared by management for the next fiscal year, in form satisfactory to the Administrative Agent Agent; (for purposes hereof, iv) concurrently with the delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient financial statements specified in lieu clauses (ii) and (iii) above a certificate of delivery the chief financial officer, treasurer, assistant treasurer or controller of such Borrower (A) stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of an Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Event of Default, except Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratios contemplated by Section 5.02 hereof, as of the date of the most recent financial statements)statements accompanying such certificate, together to show such Borrower’s compliance with or the status of the financial covenants contained in Section 5.02 hereof; (v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that such Borrower or any of its Subsidiaries files with the SEC; (vi) as soon as possible and in any event (A) within 30 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and (B) within 10 days after such Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a Compliance Certificate, in the form of Exhibit B, statement of the chief financial officer of such Borrower describing such Termination Event and the action, if any, that such Borrower or the treasurer such member of the Applicant (A) demonstrating and certifying compliance by Controlled Group, as the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing orcase may be, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (cvii) as soon as possible promptly and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days two Business Days after receipt thereof by the Applicant such Borrower or any member of its ERISA Affiliates the Controlled Group from the PBGC PBGC, copies of each notice received by such Borrower or any such member of the Applicant or such ERISA Affiliate Controlled Group of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (eviii) as soon as possible promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (ix) promptly and in any event within five (5) days Business Days after receipt thereof by the Applicant such Borrower or any ERISA Affiliate member of the Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by such Borrower or any member of the Applicant or such ERISA Affiliate Controlled Group concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liableERISA; (fx) as soon as possible promptly and in any event within five (5) days Business Days after the Applicant becomes aware of the occurrence thereof▇▇▇▇▇’▇ or S&P has changed any relevant Reference Rating, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3;such change; and (gxi) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant such Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary thereof files with the SEC or any national securities exchange, as the Administrative Agent or any Fronting Bank or any Lender (through the Administrative Agent Agent) may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty (60) 65 days after the end of each of the first three quarters of each fiscal year of the ApplicantBorrower, a consolidated and consolidating Consolidated balance sheet of the Applicant Borrower and its consolidated Consolidated Subsidiaries as at of the end of such quarter and consolidated and consolidating Consolidated statements of income, retained earnings income and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all ; (ii) as soon as available and in reasonable detail and duly certified by any event within 115 days after the chief financial officer or the treasurer end of each fiscal year of the Applicant Borrower, (A) to the extent provided to shareholders of the Borrower, a copy of the annual report to such shareholders for such year for the Borrower and its Consolidated Subsidiaries, (B) the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as fairly presenting of the end of such fiscal year and (C) the Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in all material respects each case accompanied by an opinion by PricewaterhouseCoopers LLP or any other independent public accounting firms which (x) as of the date of this Agreement is one of the “big four” accounting firms or (y) is reasonably acceptable to the Required Lenders; (iii) together with the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such datestatements required under clauses (i) or (ii) above, except for normal year end adjustments, all a compliance certificate in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in substantially the form of Exhibit B, F signed by a Financial Officer of the chief financial officer or Borrower showing the treasurer of then current information and calculations necessary to determine the Applicant (A) demonstrating Applicable Margin and certifying the Applicable Percentage and compliance by the Applicant with the covenants set forth in Section 5.4 this Agreement and (B) stating that no Event of Default or Potential Default has occurred and is continuing orexists, or if an any Event of Default or Potential Default has occurred exists, stating the nature and is continuingstatus thereof; (iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement as to of a Financial Officer of the nature thereof Borrower setting forth details of such Default and the action which that the Applicant Borrower has taken and proposes to take with respect thereto; (bv) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto; (c) as soon as possible and in any event within five (5) days after the occurrence of each Event of Default and each Potential Default known to the Applicant, a statement of the chief financial officer of the Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days promptly after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and thereof copies of all reports and registration statements which that the Applicant Borrower or any of its Subsidiaries files Subsidiary filed with the Securities and Exchange Commission or any national securities exchange;; and (hvi) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Subsidiary thereof of its Subsidiaries as any Bank Lender through the Administrative Agent may from time to time reasonably request; (i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto; (k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or ▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 clauses (i), (ii) or (v) above shall be deemed to have been delivered if on the date on which the Borrower has posted such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the Borrower’s website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ (or any successor or replacement website thereof), which website includes an option to subscribe to a free service alerting subscribers by email of the new Securities and Exchange Commission filings at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇/phoenix.zhtml?c=68233&p=irol-alerts, or at ▇▇▇.▇▇▇.▇▇▇ or at another website identified in a notice to the Lenders and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested accessible by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative AgentLenders without charge.

Reporting Requirements. So long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount Furnish to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Required Banks shall otherwise consent in writing, provide to the Administrative AgentLenders: (ai) as soon as available and in any event within sixty (60) 5 days after the end of each of due date for the Borrower to have filed its Quarterly Report on Form 10-Q with the Commission for the first three quarters of each fiscal year of the Applicantyear, a an unaudited interim condensed consolidated and consolidating balance sheet of the Applicant Borrower and its consolidated Subsidiaries as at of the end of such quarter and unaudited interim condensed consolidated and consolidating statements of income, retained earnings and cash flows of the Applicant Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter and, in the case of such statement of earnings, for such fiscal quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Applicant as fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with Agreement Accounting Principles consistently applied (for purposes hereof delivery of the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and consolidated statements of income, retained earnings and cash flows), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect theretoBorrower; (bii) as soon as available and in any event within one hundred five (105) 15 days after the end of due date for the Borrower to have filed its Annual Report on Form 10-K with the Commission for each fiscal year of the Applicantyear, a copy of the annual report consolidated financial statements for such year for the Applicant Borrower and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified byaudited by PricewaterhouseCoopers LLP (or other independent auditors which, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery as of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu date of delivery of such financial statements)this Agreement, together with a Compliance Certificate, in the form of Exhibit B, are one of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto“big four” accounting firms); (ciii) all reports which the Borrower sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the Commission) which the Borrower files with the Commission; (iv) as soon as possible and in any event within five (5) days after any officer of the Borrower obtains knowledge of the occurrence of each Default or Event of Default and each Potential Default known to continuing on the Applicantdate of such statement, a statement of the chief financial officer or treasurer of the Applicant Borrower setting forth details of such Default or Event of Default or Potential Default and the action which the Applicant Borrower has taken and proposes to take with respect thereto;; and (dv) as soon as possible and in any event within five (5) days promptly after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsorrequest, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the amount of at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable; (f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3; (g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant Borrower or any Major Subsidiary thereof as any Bank Lender through the Administrative Agent may from time to time reasonably request; request and (iB) all documentation and other information that any Lender may from time to time and promptly upon each request, information with respect to the Applicant as a Bank may reasonably request in order to comply with ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. In lieu of furnishing the Lenders the items referred to in clauses (Title III of Pub. L. 107-56 (signed into law October 26, 2001); (j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Codei), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure (ii) and the action which the Applicant has taken and proposes to take with respect thereto; (kiii) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trusteeabove, the Paying Agent, Borrower may make such items publicly available on the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents; (l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and (m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or Internet at ▇▇▇.▇▇▇▇▇’▇. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇.▇▇▇ and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested or another website identified by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information Borrower to the Administrative Agent (which website includes an option to subscribe to a free service alerting subscribers by email of new Commission filings) or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered any successor or replacement website thereof, or by similar electronic communications pursuant to procedures reasonably approved by the Administrative Agentmeans.